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###### Securities and Exchange Commission

          - [Release No. 34-43585; File No. SR-Phlx-00-98]

                    Pursuant to Section 10(b)(1) of the Securities Exchange Act of 1934 (“Act”) [1]                                          and Rule 19b-4 [2]                                          thereunder, notice is hereby given that on November 7, 2000, the Philadelphia Stock Exchange, Inc. (“Phlx” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed by-law change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed by-law change from interested persons.                 
      ( print page 71194)    

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

The Phlx proposes to amend its By-Law, Article X, Section 10-7—Options Allocation, Evaluation and Securities Committee and Equity Allocation, Evaluation and Securities Committee. The proposed amendment would clarify that references to the “Allocation, Evaluation and Securities Committee” in the Exchange By-Laws and Rules may mean either the Options Allocation, Evaluation and Securities Committee or the Equity Allocation, Evaluation and Securities Committee, as the context requires. The text of the proposed by-law change is set forth below. New language is in italics. 

####                     Article X, Section 10-7                    *(e)*

*For purposes of these By-Laws, and Exchange Rules, references to the “Allocation, Evaluation and Securities Committee” shall mean either the Options Allocation, Evaluation and Securities Committee or the Equity Allocation, Evaluation and Securities Committee, as the context requires.*

## 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 Phlx included statements concerning the purpose of and basis for the proposed by-law change and discussed any comments it received on the proposed by-law change. The text of these statements may be examined at the places specified in Item IV below. The Phlx 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

                    On July 5, 2000, the Commission approved changes to Phlx By-Law Article X, Section 10-7, which divided the Allocation, Evaluation and Securities Committee into two separate committees: The Options Allocation, Evaluation and Securities Committee and the Equity Allocation, Evaluation and Securities Committee.[3]                                          Currently, various sections of the Exchange's by-laws and rules simply refer to the “Allocation, Evaluation and Securities Committee.” The proposed amendment to Article X, Section 10-7(e) of the Phlx's by-laws would provide that any reference to the “Allocation, Evaluation and  Securities Committee” would mean either the Options Allocation, Evaluation and Securities Committee or the Equity Allocation, Evaluation and Securities Committee, as the context requires.                 

The purpose of the proposed by-law amendment is to clarify that references to the “Allocation, Evaluation and Securities Committee” in the Exchange's by-laws and rules may mean either the Options Allocation, Evaluation and Securities Committee or the Equity Allocation, Evaluation and Securities Committee, as the context requires, and to ensure that the by-laws and rules pertaining to each committee remain consistent. 

#### 2. Statutory Basis

                    The Phlx believes the proposed rule change is consistent with Section 6 of the Act [4]                                          in general and with Section 6(b)(5) [5]                                          in particular, in that it is designed to promote just and equitable principles of trade and to protect investors and the public interest by enabling the Exchange to provide a responsive administrative process with respect to the operation of the Options Allocation, Evaluation and Securities Committee and the Equity Allocation, Evaluation and Securities Committee, consistent with the Exchange's by-laws and rules.                 

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

The Phlx does not believe that the proposed by-law change would impose any inappropriate burden on competition.

### 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. 

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

                    Within 35 days of the date of publication of this notice in the                     **Federal Register**                     or with such longer period (i) as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding, or (ii) as to which the Exchange consents, the Commission will:                

(A) By order approve such proposed rule change; or

(B) Institute proceedings to determine whether the proposed rule change should be disapproved.

## IV. Solicitation of Comments

Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed by-law change is consistent with the Act. Persons making written submissions should file six copies thereof with the Secretary, Securities and Exchange Commission, 450 Fifth Street NW., Washington, DC 20549-0609. Copies of the submission, all subsequent amendments, all written statements with respect to the proposed by-law change that are filed with the Commission, and all written communications relating to the proposed by-law 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 filings will also be available for inspection and copying at the principal office of the Phlx. All submissions should refer to File No. SR-Phlx-00-98 and should be submitted by December 20, 2000.

                        For the Commission, by the Division of Market Regulation, pursuant to delegated authority.[6] 

Margaret H. McFarland,

Deputy Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             17 U.S.C. 240.19b-4.                    
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3.                                                     *See*                         Securities Exchange Act Release No. 43011 (July 5, 2000), 65 FR 43069 (July 12, 2000) (File No. SR-Phlx-00-28).                    
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4.                             15 U.S.C. 78f.                    
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5.                             15 U.S.C. 78f(b)(5).                    
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6.                                 17 CFR 200.30-3(a)(12).                        
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[FR Doc. 00-30383 Filed 11-28-00; 8:45 am]

BILLING CODE 8010-01-M