01-4428. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration; (The S&P 500 (R) Protected Equity Fund, Inc., Common Stock, $.10 Par Value) File No. 1-15437

February 15, 2001.

The S&P 500 (R) Protected Equity Fund, Inc. (“Issuer”) has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”)^[1] and Rule 12d2-2(d)^[2] thereunder, to withdraw its Common Stock, $.10 par value (“Security”), from listing and registration on the New York Stock Exchange (“NYSE”).

The Security is currently listed and registered on the NYSE and designated for quotation on the National Market of the Nasdaq Stock Market (“Nasdaq National Market”). The Issuer believes that the dealer market of the Nasdaq National Market has proven a better trading environment for its Security than the auction market of the NYSE. As a result, the Issuer has determined to continue quotation of its Security on the Nasdaq National Market, while withdrawing it from listing and registration on the NYSE in order to avoid the continuing costs of maintaining such listing.

The Issuer's application relates solely to the withdrawal of its Security from listing on the NYSE and registration under Section 12(b) of the Act^[3] and shall have no effect upon the Security's continued designation for quotation on the Nasdaq National Market and obligation to be registered under Section 12(g) of the Act.^[4]

The Issuer has stated in its application that it has complied with the requirements of NYSE Rule 500 governing the voluntary withdrawal of common stock from listing and registration on the exchange.

Any interested person may, on or before March 9, 2001, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the NYSE and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 781(d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 781(b).

4.  15 U.S.C. 781(g).

5.  17 CFR 200.30-3(a)(1).