01-29251. Self Regulatory Organizations; American Stock Exchange LLC; Order Granting Approval to Proposed Rule Change Relating to the Billing of the Annual Fee for Listed Companies

November 15, 2001.

On August 2, 2001, the American Stock Exchange LLC 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 that will, in the calendar year in which a company first lists, prorate the annual fee to reflect the portion of the year that the company has been listed, and make the annual fee payable in December based on the total number of outstanding shares at the time of original listing.

The proposed rule change was published for comment in the Federal Register on August 22, 2001,^[3] The Commission received no comments on the proposal.

The Commission finds that the proposed rule exchange is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange ^[4] and, in particular, the requirements of section 6 of the Act ^[5] and the rules and regulations thereunder. The Commission finds specifically that the proposed rule change is consistent with section 6(b)(5) of the Act ^[6] because it is designed to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, 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.

It is therefore ordered, pursuant to section 19(b)(2) of the Act ^[7] that the proposed rule change (File No. SR-Amex-2001-58) be, and it hereby 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)

2.  17 CFR 240.19b-4.

3.  See Securities Exchange Act Release No. 44712 (August 22, 2001), 66 FR 44189.

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).

5.  15 U.S.C. 78f.

6.  15 U.S.C. 78f(b)(5).

7.  15 U.S.C. 78s(b)(2).

8.  17 CFR 200.30-3(a)(12).