03-20543. Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to Trade Comparison Service and Fee Schedule

August 5, 2003.

Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934,^[1] notice is hereby given that on May 20, 2003, the National Securities Clearing Corporation (“NSCC”) 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 primarily by NSCC. The 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 proposed rule change will make conforming changes to NSCC Rule 7 (Comparison and Trade Recording Operation) and Addendum A (Fee Structure) that were inadvertently not made by previous rule changes. The current rule change will delete references to Demand Withhold and Demand As-Of processing with regard to over-the-counter equity securities and Demand As-Of processing for debt securities.

II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

In its filing with the Commission, NSCC 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. NSCC has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements.^[2]

A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

The purpose of the proposed filing is to make technical corrections relating to two previous approved NSCC rule filings.^[3] Both filings modified NSCC Procedure II (Trade Comparison Service) but failed to make corresponding changes to Rule 7 and Addendum A. This current filing will make the necessary corresponding changes in Rule 7 and Addendum A by deleting references to Demand Withhold and Demand As-Of processing with regard to over-the-counter equity securities and Demand As-Of processing for debt securities.

NSCC believes that this proposed rule change is consistent with the provisions of Section 17A of the Act ^[4] and the rules and regulations thereunder because by making technical changes to NSCC's rules to properly reflect the transaction types that are permitted by NSCC with regard to over-the-counter equity and debt securities, the proposed rule change should help promote the prompt and accurate clearance and settlement of securities transactions.

B. Self-Regulatory Organization's Statement on Burden on Competition.

NSCC does not believe that the proposed rule change will have an impact on or impose a burden on competition.

C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received from Members, Participants, or Others

No written comments relating to the proposed rule change have been solicited or received. NSCC will notify the Commission of any written comments it receives.

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

The foregoing rule change has become effective pursuant to section 19(b)(3)(A)(i) of the Act ^[5] and Securities Exchange Act Rule 19b-4(f)(1) ^[6] because it constitutes a stated practice with respect to the administration of an existing rule of NSCC. At any time within sixty days of the filing of such 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. Persons making written submissions should file six copies thereof with the Secretary, Securities and Exchange Commission, 450 5th Street NW., Washington, DC 20549-0069. Comments may also be submitted electronically at the following e-mail address: [e-mail]. All comment letters should refer to File No. SR-NSCC-2003-10. This file number should be included on the subject line if e-mail is used. To help us process and review comments more efficiently, comments should be sent in hardcopy or by e-mail but not by both methods. Copies of the submission, all subsequent amendments, all written statements with respect to the rule filing that are filed with the Commission, and all written communications relating to the rule filing between the Commission and any person, other than those that may be withheld from the public in accordance with provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room in Washington, DC. Copies of such filing will also be available for inspection and copying at NSCC's principal office. All submissions should refer to File No. SR-NSCC-2003-10 and should be submitted by September 3, 2003.

For the Commission by the Division of Market Regulation, pursuant to delegated authority.^[7]

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  15 U.S.C. 78s(b)(1).

2.  The Commission has modified the text of the summaries prepared by NSCC.

3.  Securities Exchange Act Release Nos. 39864 (Apr. 14, 1998), 63 FR 19781 (Apr. 21, 1998) [File No. SR-NSCC-97-14] and 47494 (Mar. 13, 2003), 68 FR 13975 (Mar. 21, 2003) [File No. SR-NSCC-2002-10].

4.  15 U.S.C. 78q-1.

5.  15 U.S.C. 78s(b)(3)(A)(i).

6.  17 CFR 240.19b-4(f)(1).

7.  17 CFR 200.30-3(a)(12).