02-31589. Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by the Boston Stock Exchange, Inc. Relating to Its Solely Listed Issue Credit

December 6, 2002.

Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),^[1] and Rule 19b-4^[2] thereunder, notice is hereby given that on November 1, 2002, the Boston Stock Exchange, Inc. (“BSE”) submitted to the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the BSE. On December 3, 2002, the BSE filed Amendment No. 1 to the proposal with the Commission.^[3] 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 BSE proposes to amend the portion of its Floor Operations Fee Schedule that pertains to solely listed issue credit.

The text of the proposed rule change is available at the Office of the Secretary, the BSE and the Commission.

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

In its filing with the Commission, the BSE 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. The BSE has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements.

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

1. Purpose

The purpose of the proposed rule change is to amend the Floor Operations Fee Schedule to increase its Solely Listed Issue credit. The BSE seeks to increase from $25 to $50 per issue the monthly credit it offers its specialists for trading those issues that are only listed on the BSE (“Solely Listed Issues”). The BSE believes that its Solely Listed Issue program is an integral part of the products and services it offers its customers and proposes this increase as a way to assist in maintaining the program.

2. Statutory Basis

The BSE believes the proposed rule change is consistent with section 6 of the Act ^[4] in general, and with section 6(b)(4) of the Act ^[5] in particular, in that it provides for the equitable allocation of reasonable dues, fees, and other charges among its issuers.

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

The BSE does not believe that the proposed rule change will impose any burden on competition.

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

The BSE has neither solicited nor received comments on the proposed rule change.

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

Because the BSE believes that the proposal establishes or changes a due, fee, or other charge, it has become effective pursuant to section 19(b)(3)(A) of the Act ^[6] and subparagraph (f)(2) of Rule 19b-4^[7] thereunder. At any time within 60 days of the filing of the proposed 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 Fifth Street, NW., Washington, DC 20549-0609. Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing will also be available for inspection and copying at the principal office of the BSE. All submissions should refer to File No. SR-BSE-2002-19 and should be submitted by January 6, 2003.

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 letter from John A. Boese, Assistant Vice President, BSE, to Nancy Sanow, Assistant Director, Division of Market Regulation, Commission, dated December 2, 2002 (“Amendment No. 1”), which replaced the original Form 19b-4 in its entirety. In Amendment No. 1, the BSE made technical corrections to Item 9 of the original Form 19b-4 and to the Transaction Fee Schedule provided in Exhibit 2.

4.  15 U.S.C. 78f.

5.  15 U.S.C. 78f(b)(4).

6.  15 U.S.C. 78s(b)(3)(A).

7.  17 CFR 240.19b-4(f)(2).

8.  17 CFR 200.30-3(a)(12).