05-6740. Sunshine Act Meetings

Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Public Law 94-409, that the Securities and Exchange Commission will hold the following meetings during the week of April 4, 2005:

A closed meeting will be held on Tuesday, April 5, 2005, at 2 p.m., and an open meeting will be held on Wednesday, April 6, 2005, at 10 a.m. in Room 1C30.

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 and that no earlier notice thereof was possible.

The subject matter of the closed meeting scheduled for Tuesday, April 5, 2005, will be:

Formal orders of investigations;

Institution and settlement of injunctive actions;

Institution and settlement of administrative proceedings of an enforcement nature; and an

Adjudicatory matter.

The subject matter of the open meeting scheduled for Wednesday, April 6, 2005, will be:

1. The Commission will consider a recommendation regarding the application of the Investment Advisers Act of 1940 to certain broker-dealers. (See Advisers Act Release No. 1845, Advisers Act Release No. 2278, Advisers Act Release No. 2339, and Advisers Act Release No. 2340).

2. The Commission will consider whether to adopt Regulation NMS and two amendments to the joint industry plans for disseminating market information. In particular, the Commission will consider whether to adopt the following rules and amendments:

a. Rule 611 of Regulation NMS (“Order Protection Rule”), which would establish marketwide price protection for automated quotations that are immediately accessible;

b. Rule 610 of Regulation NMS (“Access Rule”), which would promote fair and non-discriminatory access to quotations through a private access approach and establish a limit on access fees to harmonize the pricing of quotations across different trading centers;

c. Rule 612 of Regulation NMS (“Sub-Penny Rule”), which would establish a uniform pricing increment of no less than a penny for orders, quotations, or indications of interest, except for those priced at less than $1.00 per share;

d. Amendments to Rules 11Aa3-1 and 11Ac1-2 under the Securities Exchange Act of 1934 (“Exchange Act”) (redesignated as Rule 601 and 603 of Regulation NMS) (“Market Data Rules”), which would update the requirements for consolidating, distributing, and displaying market information, and amendments to the joint industry plans for disseminating market information that would modify the formulas for allocating plan revenues (“Allocation Amendment”) and broaden participation in plan governance (”Governance Amendment”); and

e. Redesignation of the national market system (“NMS”) rules adopted under the Exchange Act and inclusion of those rules, as well as Rules 610, 611, and 612, under Regulation NMS. Regulation NMS also would include a separate definitional rule that would (i) retain most of the definitions currently used in the NMS rules, (ii) include new definitions related to the rules being considered for adoption, and (iii) update or eliminate obsolete definitions in the NMS rules.

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 [phone].

Dated: March 30, 2005.

Jonathan G. Katz,

Secretary.