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###### Securities and Exchange Commission

          - [Release No. 34-45183; File No. SR-Phlx-2001-97]

                    On October 22, 2001, the Philadelphia Stock Exchange, Inc. (“Phlx” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) [1]                                          and Rule 19b-4 thereunder,[2]                                          a proposed rule change to establish a competing specialist program.                

                    The proposed rule change and Amendment Nos. 1 and 2 were published for comment in the                     **Federal Register**                     on November 13, 2001.[3]                                          No comments were received on the proposal. In this order, the Commission is approving the proposed rule change, as amended.                

                    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 [4]                                          and, in particular, with the requirements of Section 6(b)(5).[5] 

                    The Commission finds that the proposed rule change is consistent with Section 6(b)(5) of the Act [6]                                          because it is designed to perfect the mechanisms of a free and open market and a national market system and, in general, to protect investors and the public interest. The Commission believes that a competing specialist program will assist the Exchange in maintaining an efficient and open market.                

The Commission approves this proposed rule change provided that the priority of the customer limit order book is preserved by proposed rule 229A consistent with Phlx Rules 218 and 452.

*It Is Therefore Ordered,*                     pursuant to Section 19(b)(2) of the Act,[7]                                          that the proposed rule change (SR-Phlx-2001-97), as amended, is approved.                

                        For the Commission, by the Division of Market Regulation, pursuant to delegated authority.[8] 

Margaret H. McFarland,

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.                                                     *See*                         Securities Exchange Act Release No. 45013 (November 2, 2001), 66 FR 56879.                    
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4.                             In approving this proposed rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f).                    
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5.                             15 U.S.C. 78f(b)(5).                    
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6.                             15 U.S.C. 78f(b)(5).                    
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7.                             15 U.S.C. 78s(b)(2).                    
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6.                                 17 CFR 200.30-3(a)(12).                        
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[FR Doc. 01-32200  Filed 12-31-01; 8:45 am]

BILLING CODE 8010-01-M