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###### Securities and Exchange Commission

Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Pub. L. 94-409, that the Securities and Exchange Commission will hold the following meetings during the week of November 28, 2005: 

An Open Meeting will be held on Tuesday, November 29, 2005 at 10 a.m. in Room L-002, the Auditorium, and a Closed Meeting will be held on Wednesday, November 30, 2005 at 10 a.m. 

Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the Closed Meeting. Certain staff members who have an interest in the matters may also be present. 

The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c),(3), (5), (7), (9)(B), and (10) and 17 CFR 200.402(a), (3), (5), (7), 9(ii) and (10) permit consideration of the scheduled matters at the Closed Meeting. 

Commissioner Atkins, as duty officer, voted to consider the items listed for the closed meeting in closed session. 

The subject matter of the Open Meeting scheduled for Tuesday, November, 29, 2005 will be: 

The Commission will consider whether to propose amendments to the proxy rules under Section 14 of the Securities Exchange Act of 1934. The proposed amendments would provide an alternative model by which companies conducting proxy solicitations could satisfy the Rule 14a-3 requirement to furnish proxy materials by posting those proxy materials on an Internet Web site and providing shareholders with notice of the Internet availability of the materials. Other soliciting persons also would be permitted to follow the proposed alternative model. 

The subject matter of the Closed Meeting scheduled for Wednesday, November 30, 2005 will be: 

Formal orders of investigations; Institution and settlement of injunctive actions; 

Institution and settlement of administrative proceedings of an enforcement nature; 

Opinions; and a 

Regulatory matter bearing enforcement implications. 

At times, changes in Commission priorities require alterations in the scheduling of meeting items. 

For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: 

The Office of the Secretary at (202) 551-5400. 

Dated: November 18, 2005. 

Jonathan G. Katz, 

Secretary. 

[FR Doc. 05-23250 Filed 11-18-05; 4:07 pm] 

BILLING CODE 8010-01-P