02-6452. Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Order Granting Approval to Proposed Rule Change Amending Phlx Rule 237, “The eVWAP Morning Session”

March 12, 2002.

On December 26, 2001, the Philadelphia Stock Exchange, Inc. (“Phlx” or “Exchange”) 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 to amend Phlx Rule 237, “The eVWAP Morning Session,” to: (1) Allow Exchange-Traded Fund Shares to be executed on the eVWAP System; (2) codify order increment size requirements; and (3) make minor technical amendments to Phlx Rule 237. On January 25, 2002, the Phlx made minor, technical amendments to the proposal.

The proposed rule change, as amended, was published for comment in the Federal Register on February 1, 2002.^[3] The Commission received no comments on the proposal.

The Commission finds that the proposed rule change, as amended, 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 will expand the number of securities eligible for eVWAP trading, as well as codify order and commitment size requirements.

It is therefore ordered, pursuant to section 19(b)(2) of the Act^[7] , that the proposed rule change (SR-PHLX-2001-120), as amended, 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. 45343 (January 28, 2002), 67 FR 5027.

4. In approving this proposed rule change, the Commission 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).