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###### Securities and Exchange Commission

          - [Release No. 34-58380; File No. SR-Phlx-2008-61] 

                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),[1]                                          and Rule 19b-4 [2]                                          thereunder, notice is hereby given that on August 15, 2008, the Philadelphia Stock Exchange, Inc. (“Phlx” 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 prepared by the Phlx. The                           ( print page 49729)                        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 Phlx proposes to amend its Certificate of Incorporation, By-Laws and Rules to rename itself NASDAQ OMX PHLX, Inc. 

                    The text of the proposed rule change is available on the Exchange's Web site at                     *http://www.phlx.com/​regulatory/​reg_​rulefilings.aspx*.                 

## 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 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 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 

                    The purpose of the proposed rule change is to rename the Exchange to reflect its new placement within The NASDAQ OMX Group, Inc. corporate structure, following its acquisition by The NASDAQ OMX Group, Inc. on July 24, 2008.[3] 

Specifically, all references to the Exchange shall be amended to state “NASDAQ OMX PHLX, Inc.” or “Exchange,” as appropriate. The Certificate of Incorporation shall be amended to remove all reference to “Philadelphia Stock Exchange, Inc.” and replace with “NASDAQ OMX PHLX, Inc.” By-Law Article I, Section 1-1(h) shall specifically define the “Exchange” as NASDAQ OMX PHLX, Inc. Similarly, a new Rule 1(rr) to be added to the Rules of the Board of Governors shall define the term “Exchange” as NASDAQ OMX PHLX, Inc. Further, a new Rule 1(ss) to be added to the Rules of the Board of Governors shall define the terms “Philadelphia Stock Exchange, Inc.” and “Phlx” as NASDAQ OMX PHLX, Inc. 

#### 2. Statutory Basis 

                    The Exchange believes that its proposal is consistent with Section 6(b) of the Act [4]                                          in general, and furthers the objectives of Section 6(b)(5) of the Act [5]                                          in particular, in that it is designed 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, by renaming the Exchange to reflect its current ownership.                 

### 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 

No written comments were either solicited or received. 

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

                    The foregoing proposed rule change is concerned solely with the administration of the Exchange pursuant to Section 19(b)(3)(A)(iii) of the Act [6]                                          and Rule 19b-4(f)(3) [7]                                          thereunder. 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-Phlx-2008-61 on the subject line.                 

### Paper Comments 

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

                    All submissions should refer to File Number SR-Phlx-2008-61. 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, 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 Phlx. 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-Phlx-2008-61 and should be submitted on or before September 12, 2008.                 

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[8] 

Florence E. Harmon, 

Acting 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.                                                     *See*                         Securities Exchange Act Release Nos. 58179 (July 17, 2008), 73 FR 42874 (July 23, 2008) (SR-Phlx-2008-31); and 58183 (July 17, 2008), 73 FR 42850 (July 23, 2008) (SR-NASDAQ-2008-035).                     
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4.                             15 U.S.C. 78f(b).                     
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5.                             15 U.S.C. 78f(b)(5).                     
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6.                             15 U.S.C. 78s(b)(3)(A)(iii).                     
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7.                             17 CFR 240.19b-4(f)(3).                     
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8.                                 17 CFR 200.30-3(a)(12).                         
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[FR Doc. E8-19512 Filed 8-21-08; 8:45 am] 

BILLING CODE 8010-01-P