04-3831. Sunshine Act Meetings

Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Pub. L. 94-409, that the Securities and Exchange Commission will hold the following meetings during the week of February 23, 2004:

Open Meetings will be held on Tuesday, February 24, 2004 at 2 p.m., and Wednesday, February 25, 2004 at 10 a.m., in Room 1C30, the William O. Douglas Room, and a Closed Meeting will be held on Wednesday, February 25, 2004 at 12 noon.

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)(5), (7), and (10) and 17 CFR 200.402(a)(5), (7), and (10), permit consideration of the scheduled matters at the Closed Meeting.

Commissioner Atkins, as duty officer, voted to consider the item 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 Wednesday, February 25 will be:

Institution of administrative proceedings of an enforcement nature; and Institution of injunctive actions.

The subject matter of the Open Meeting scheduled for Tuesday, February 24, 2004 will be:

The Commission will consider whether to publish for public comment a release setting forth five proposals designed to enhance and modernize the national market system. In particular, the Commission will consider whether to propose the following rules and amendments:

1. Regulation NMS, which would redesignate the national market system rules adopted under Section 11A of the Securities Exchange Act of 1934 (“Exchange Act”) as Regulation NMS, and would include a new definitional rule, proposed Rule 600, that would designate reported securities as national market system securities and make certain other technical changes, and include all of the defined terms used in the national market system rules;

2. Rule 610 of Regulation NMS, which would modernize the terms and standards of access to quotations and the execution of orders in equity securities in the national market system, and make conforming changes to Rule 301 of Regulation ATS;

3. Rule 611 of Regulation NMS, which would require market centers to establish, maintain, and enforce policies and procedures designed to prevent the execution of trade-throughs in their markets;

4. Rule 612 of Regulation NMS, which generally would prohibit market participants from accepting, ranking, or displaying orders, quotes, or indications of interest in a pricing increment finer than a penny in any NMS Stock; and

5. Amendments to the three joint industry plans under which consolidated market data for equity securities is disseminated to the public that would modify the formulas for allocating plan net income and create non-voting advisory committees, and amendments to current Exchange Act Rules 11Aa3-1 and 11Ac1-2 (redesignated as Rule 601 and 603 of Regulation NMS) that would modify the requirements for consolidation and display of market data.

For further information, please contact Yvonne Fraticelli at [phone] (Reg NMS Proposal); Jennifer Colihan at [phone] (Trade-Through Proposal); Patrick Joyce at [phone] (Access Proposal); Ronesha Butler at [phone] (Sub-Pennies Proposal); or Sapna Patel at [phone] (Market Data Proposal).

The subject matter of the Open Meeting scheduled for Wednesday, February 25, 2004 will be:

The Commission will consider a recommendation to propose for public comment rule 22c-2 under the Investment Company Act of 1940. The recommended proposal would require open-end investment companies to impose a two percent redemption fee on the redemption of shares held for five business days or fewer. The Commission also will consider whether to ask for comment about additional ways to address market timing.

For further information, please contact Shaswat Das, Senior Counsel, Division of Investment Management, at [phone].

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: February 17, 2004.

Jonathan G. Katz,

Secretary.