Self-Regulatory Organizations; Notice of Filing of Proposed Rule Changes by the American Stock Exchange, Inc., Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, Incorporated, Municipal Securities Rulemaking Board, National Association of Securities Dealers, Inc., New York Stock Exchange, Inc., Pacific Stock Exchange Incorporated, and Philadelphia Stock Exchange, Inc. Relating to a Continuing Education Requirement for Registered Persons

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-35102; File Nos. SR-AMEX-94-59; SR-CBOE-94-49; SR-CHX-

94-27; SR-MSRB-94-17; SR-NASD-94-72; SR-NYSE-94-43; SR-PHLX-94-52; SR-

PSE-94-35]

Self-Regulatory Organizations; Notice of Filing of Proposed Rule

Changes by the American Stock Exchange, Inc., Chicago Board Options

Exchange, Incorporated, Chicago Stock Exchange, Incorporated, Municipal

Securities Rulemaking Board, National Association of Securities

Dealers, Inc., New York Stock Exchange, Inc., Pacific Stock Exchange

Incorporated, and Philadelphia Stock Exchange, Inc. Relating to a

Continuing Education Requirement for Registered Persons

December 15, 1994.

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934

(``Act''),\1\ notice is hereby given that on November 30 and December

1, 5, 7, 12, 13, and 14, 1994, the Chicago Stock Exchange, Incorporated

(``CHX''), the Chicago Board Options Exchange, Incorporated (``CBOE''),

the New York Stock Exchange, Inc. (``NYSE''), the National Association

of Securities Dealers, Inc. (``NASD''), the Municipal Securities

Rulemaking Board (``MSRB'') and the Pacific Stock Exchange Incorporated

(``PSE''), the American Stock Exchange, Inc. (``AMEX''), and the

Philadelphia Stock Exchange, Inc. (``PHLX''), respectively, (each

individually referred to herein as a ``Self-Regulatory Organization''

or ``SRO,'' and two or more collectively referred to as ``Self-

Regulatory Organizations'' or ``SROs'') filed with the Securities and

Exchange Commission (``SEC'' or ``Commission'') the proposed rule

changes as described in Items I, II, and III below, which Items have

been prepared primarily by the SROs. The Commission is publishing this

notice to solicit comments on the proposed rule changes from interested

persons.

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\1\15 U.S.C. 78s(b)(1) (1988).

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I. Self-Regulatory Organizations' Statement of the Terms of Substance

of the Proposed Rule Changes

The SROs propose to amend their rules to establish a formal, two-

part continuing education program for securities industry professionals

that includes a Regulatory Element requiring uniform, periodic training

in regulatory matters, and a Firm Element requiring members\2\ to

maintain ongoing programs to keep their registered persons\3\ up-to-

date on job and product related subjects.

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\2\As used herein, the term ``members'' refers to: members and

member organizations when used with reference to the AMEX, CBOE,

CHX, NYSE, and PSE; members, member organizations, participants, or

participant organizations when used with reference to the PHLX;

brokers, dealers, or municipal securities dealers when used with

reference to the MSRB; and members when used with reference to the

NASD.

\3\For purposes of the proposed rules, the term ``registered

person'' means any person required to be registered under the rules

of the applicable SRO, including members and registered

representatives, but does not include any member whose activities

are limited solely to the transaction of business on the floor of a

national securities exchange with other members or registered

broker-dealers. When used with reference to the MSRB, however, the

term ``registered person'' means any person registered with the

appropriate enforcement authority as a municipal securities

representative, municipal securities principal, municipal securities

sales principal, or financial and operations principal pursuant to

MSRB Rule G-3.

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II. Self-Regulatory Organizations' Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule Changes

In their filings with the Commission, the SROs included statements

concerning the purpose of and basis for the proposed rule changes and

discussed any comments they received on the proposed rule changes. The

text of these statements may be examined at the places specified in

Item IV below. The SROs have prepared summaries, set forth in Sections

(A), (B), and (C) below, of the most significant aspects of such

statements.

(A) Self-Regulatory Organizations' Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule Changes

1. Purpose

The purpose of the proposed rule changes is to adopt uniform

enabling rules for the implementation of a continuing education program

for the securities industry.

2. Description of the Proposal

a. Background. In May 1993, a self-regulatory organization task

force (``Task Force'') was formed by the AMEX, CBOE, MSRB, NASD, NYSE,

and PHLX, which included 12 representatives from a wide range of

broker-dealers, to study the continuing education needs of the

securities industry. In September 1993, the Task Force issued a report

recommending a formal two-part continuing education program that would

require uniform, industry-wide, periodic training in regulatory matters

and ongoing training programs conducted by firms to keep their

employees updated on job and product-related subjects. The Task Force

also recommended that a permanent Council on Continuing Education,

composed of broker-dealer and SRO representatives, be formed to develop

the content and provide ongoing maintenance of the continuing education

program. Pursuant to this recommendation, the Securities Industry/

Regulatory Council on Continuing Education (``Council'') was formed in

September 1993, with representatives from six SROs and 13 broker-

dealers. The Council prepared draft rules to implement the continuing

education program, which the SROs have filed as proposed rule changes

with the Commission.\4\

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\4\See proposed AMEX Rule 341A; proposed CBOE Rule 9.3A;

proposed CHX Article VI, Rule 9; proposed MSRB Rule G-3(h); proposed

Schedule C to the NASD's By-Laws, Part XII; proposed NYSE Rule 345A;

proposed PHLX Rule 640; and proposed PSE Rule 9.27(c).

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The proposed rule changes would codify the Task Force's

recommendations, enable uniform implementation of the continuing

education program, and provide a means for the SROs to monitor and

enforce the program's requirements. The proposal provides for a two-

part continuing education program consisting of a Regulatory Element

requiring uniform, periodic training in regulatory matters and a Form

Element requiring firms to maintain ongoing programs to keep their

employees up-to-date on job and product related subjects.

b. The Regulatory Element. Satisfaction of the Regulatory Element

would require all registered persons (unless exempt) to complete a

prescribed training program after their second, fifth, and tenth

registration anniversary dates.\5\ The Regulatory Element would be

administered using computer-based interactive training techniques and

would consist of standardized subject matters covering generally

compliance, ethics, and sales practice issues. Failure to complete the

program within prescribed time-frames (i.e., within 120 days after the

occurrence of the applicable registration anniversary date, or as

otherwise determined by the SROs) would result in a person's

registration being deemed inactive and that person being prohibited

from performing the functions of a registered person until such time as

the person has completed the program. The SRO will terminate

administratively the registration of anyone who is inactive for two

years, provided that upon application and a showing of good cause, the

SRO may allow a registered person additional time to satisfy the

program requirements.\6\

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\5\Any registered person who has terminated his or her

association with a member and who, within two years of the date of

termination, becomes reassociated in a registered capacity with a

member, would be required to participate in the Regulatory Element

at such intervals (two, five, and 10 years) as would apply based

upon the individual's initial registration anniversary date rather

than the date of reassociation in a registered capacity.

\6\Anyone administratively terminated must requalify on the

Series 7 (the General Securities Registered Representative

Examination) before such person's registration could be reactivated.

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Persons registered for more than 10 years as of the effective date

of the rule would not have to satisfy the Regulatory Element

requirements. Persons registered for 10 years or less as of the

effective date of the rule would be required to satisfy the Regulatory

Element and complete the computer-based training program after the

occurrence of the next relevant registration anniversary date and on

any applicable registration anniversary date(s) thereafter.

A registered person who has completed all or part of the regulatory

Element of the program or otherwise is exempt from participation

therein would have to reenter the Regulatory Element in the event he or

she is subject to certain disciplinary actions. Such individual would

have to complete the computer-based training program within 120 days of

such reentry and at two, five and 10 years thereafter. The following

disciplinary events would trigger such reentry:

A. Being subject to a statutory disqualification as defined in

Section 3(a)(39) of the Act;\7\

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\7\15 U.S.C. 78c(a)(39) (1988 & Supp. 1993).

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B. Being ordered to reenter the Regulatory Element by the

Commission, an SRO, or state securities regulatory agency as a sanction

in a disciplinary action; or

C. Being subject to suspension or imposition of a fine of $5,000 or

more for the violation of any securities law or regulation, or

agreement with, or rule or standard of conduct of, any SRO or

securities regulatory agency, or as imposed by any such SRO or

regulatory agency in connection with a disciplinary proceeding.

c. The Firm Element. Satisfaction of the Firm Element of the

program would require SRO members to develop and administer training

programs to enhance the securities knowledge, skills, and

professionalism of their registered sales, trading, and investment

banking personnel who have direct contact with customers, and for the

immediate supervisors of such persons. Members would be required to

prepare training plans taking into consideration the organization's

size, organizational structure, and scope of business activities, as

well as regulatory developments and the performance of covered persons

in the Regulatory Element. At a minimum, programs used to implement a

member's training plan must be appropriate for the business of the

members and must cover the following matters concerning securities

products, services, and strategies offered by the member: General

investment features and associated risk factors; suitability and sales

practice considerations; and applicable regulatory requirements.

Members would be required to review and, if necessary, update their

training plans annually. The SROs may require their members, either

individually or as part of a group, to provide specific training in any

areas the SROs deem necessary. Persons subject to the training plan

would have an affirmative obligation to participate in the programs

identified by the member. Finally, members would be required to

maintain records documenting the content of their training programs and

the completion of the program by registered persons covered under the

plan.

d. Effective Date. The SROs intend that the requirements of the

Regulatory Element portion of the continuing education program become

effective on July 1, 1995, and that the Firm Element be implement in

two steps whereby members would be required to have completed their

Firm Element plans by July 1, 1995, and have implemented their plans no

later than January 1, 1996.

3. Statutory Basis

The SROs believe that their respective proposed rule changes are

consistent with the requirements of the Act and the rules and

regulations thereunder applicable to national securities exchanges,

national securities associations, and the MSRB and, in particular, the

respective requirements of Sections 6(b)(5), 15A(b)(6), and

15B(b)(2)(C) of the Act.\8\ Sections 6(b)(5), 15A(b)(6), and

15B(b)(2)(C) require, among other things, that the rules of an

exchange, and association, or the MSRB, respectively, be designed to

promote just and equitable principles of trade, to remove impediments

to and perfect the mechanism of a free and open market and a national

market system, and, in general, to protect investors and the public

interest. The SROs further believe that their proposed rule changes

also are consistent with the respective provisions of Sections

6(c)(3)(B), 15A(g)(3)(A), and 15B(b)(2)(A) of the Act,\9\ each of which

makes it the responsibility of an exchange, an association, or the MSRB

to prescribe standards of training, experience and competence for

persons associated with SRO members.

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\8\15 U.S.C. 78f(b)(5), 78o-3(b)(6), 78o-4(b)(2)(C) (1988).

\9\15 U.S.C. 78f(c)(3)(B), 78o-3(g)(3)(A), 78o-4(b)(2)(A)

(1988).

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(B) Self-Regulatory Organizations' Statement on Burden on Competition

The SROs do not believe that the proposed rule changes would result

in any burden on competition that is not necessary or appropriate in

furtherance of the purposes of the Act.

(C) Self-Regulatory Organizations' Statement on Comments on the

Proposed Rule Changes Received From Members, Participants, or Others

1. Comments Received by the NASD

On August 15, 1994, the NASD published Special Notice to Members

(``NTM'') 94-59 to request member comment regarding the Council's draft

rules to create a mandated continuing education program for the

securities industry. Thirty-three comment letters were received in

response. Twenty-six letters were from financial services firms, four

from trade associations, two from firms active in the continuing

education field, and one was from the NASD's District 1. Five of the

letters were opposed to the NASD's proposal, while the remaining

letters either expressed support for, or were not opposed to, the

proposal. As discussed below, the proposed rules that the SROs have

filed with the Commission have been revised from the Council's original

draft rules to address some of the commenters' concerns.

Three letters from financial services firms question the usefulness

of the Regulatory Element. The first, from a firm that limits its

business primarily to wholesaling mutual funds, stated that the

Regulatory Element creates more problems than it solves, costs too

much, and would have the effect of fostering a negative attitude

towards regulation. The second letter requests that the Regulatory

Element be tailored to the specific products and services provided by

each member. The third letter questions the use of the disciplinary

fine threshold with respect to the re-entry provision, and believes the

10 year grandfather provision should be shortened in some cases. The

writer concludes that the securities industry should model its program

after state insurance continuing education programs, where the

licensing authority imposes the regulatory requirement directly on the

individual, rather than on the firm.

Three letters from financial services firms express concern that

the Regulatory Element of the program would be administered at testing

centers operated by the NASD. The request that firms be allowed to

administer the Regulatory Element in-house, subject to appropriate

controls.

Three letters support the goals of the Regulatory Element, but

raise concerns about its specific focus. One letter suggests that the

Regulatory Element be divided into two separate units, one for

commissioned brokers and one for registered persons operating in a no-

load environment. One letter suggests that this part be divided based

on the registration category of the individual and the membership of

the individual's firm. The third commenter believes that the Regulatory

Element should relate to the daily activities of the largest number of

registered persons possible.

Three letters address concerns regarding the statistics that would

be generated from the Regulatory Element. All three letters seek

specific information on the types of statistics that would be

available. Two of the letters express concern that the NASD has not

enuniated clearly the intended and acceptable uses of these statistics.

Two letters from financial services firms seek a clearer definition

of ``inactive status'' as used in the Regulatory Element. The letters

have questions regarding the disposition of monies earned, but not

paid, prior to inactive status, and the allowable level of interaction

between an individual on inactive status and his or her member firm.

One writer asks whether inactive status should be treated as a

disciplinary event, while the other writer believes that the rules

should state clearly that inactive status is in no way a disciplinary

event.

Four commenters address the re-entry provisions of the Regulatory

Element. These concerns range from technical wording of the re-entry

provision, to stating that the fine threshold is unfair with respect to

technical violations and ambiguous in cases where several individuals

are held jointly and severally liable, to stating that the provision

regarding disciplinary actions is overly harsh. One commenter believes

that the provision allowing the SEC, SROs, and state regulators to

require a registered person to re-enter the Regulatory Element should

be deleted, or at least changed to require a showing of cause.

Another commenter believes that Central Registration Depository

(``CRD'')10 support would help firms comply with the Regulatory

Element. Specifically, CRD could be used by firms to identify

registered persons and their length of service to determine how many of

their registered persons would be subject to the Regulatory Element in

each of the next few years.

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\1\0CRD is a computerized filing and data processing system

operated by the NASD that maintains registration information

regarding registered broker-dealers and their registered personnel

for access by state regulators, SROs, and the Commission.

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One letter offers broad insights and recommendations for a

continuing education program, but does not contain specific reactions

to the proposal.

Four letters were received from financial services firms that

expressed concerns regarding the costs of complying with the Firm

Element. Generally, these firms state that the Firm Element could have

a disproportionately burdensome effect on smaller firms, as compared to

larger ones. To mitigate these effects, the commenters suggest that the

NASD prepare and administer training programs, or, alternatively, that

subsidies be provided to smaller firms to help them comply with the

Firm Element. Another commenter recommends a video via satellite

program that would enable firms to secure qualified speakers, and be

assured that the material provided would comply with the Firm Element.

Two letters regarding the Firm Element have questions about those

to whom it would apply. The first letter asks whether municipal

securities brokers fall under the definition of ``covered persons'' for

this part of the program. The second asks whether the Firm Element

applies to sales assistants who are registered persons, or whether an

accommodation for such persons could be made.

Five letters comment on the standards for the Firm Element. The

first commenter asks how and what information should be maintained

regarding the program and offers suggestions. The second commenter

believes that the Firm Element should focus on suitability, and favors

some form of pre-approval regarding the contents of a firm's program.

The third commenter asks whether a firm may include relevant compliance

matters in the Firm Element so that it may meet its ``annual compliance

interview/meeting'' requirement under the NASD Rules of Fair Practice.

The fourth commenter believes that the Firm Element content

requirements are too vague to ensure proper compliance. The fifth

commenter questions the usefulness of feedback from the Regulatory

Element in developing an appropriate Firm Element.

Two financial services firms comment on the provision allowing the

NASD to require members to undertake specific training. The first

letter seeks a definition of the phrase ``class of covered registered

person,'' stating that such a class should be clearly identifiable by

firms. The second letter states that to grant the NASD discretion to

mandate specific training for certain individuals or groups could have

potentially arbitrary results that could place certain firms at a

competitive disadvantage.

Four industry associations submitted letters in response to the

proposal. Two associations, the Securities Industry Association

(``SIA'') and the Security Traders Association (``STA''), are comprised

almost entirely of people potentially affected by the proposal. The

other two, The Association for Investment Management and Research

``AIMR'') and the Certified Financial Planner Board of Standards

(``CFP''), are active in the continuing education field and have many

members who are potentially affected people.

The STA strongly supports the proposal, and expresses its desire to

help implement the program. The SIA also supports the program, but

believes that several of its aspects merit further consideration. The

SIA believes that the NASD and the Council should develop standards to

determine when registered persons may be required by regulators to re-

enter the Regulatory Element, and the power of the NASD arbitrarily to

prescribe specific training for a member firm. The SIA also supports

in-house administration of the Regulatory Element, with appropriate

controls. Lastly, the SIA seeks clearer guidelines to determine the

adequacy of a given Firm Element training program.

Although the AIMR and the CFP each endorse the proposal, both are

concerned about overlap for individuals who hold their designations and

are also subject to this proposal. Both groups desire to work with the

Council to minimize the impact caused by the overlap between the

proposed rules and the existing requirements of the AIMR and CFP on

individuals who would be subject to both regimes.

Two parties that are active in the continuing education field

responded to the proposal, the Securities Education Institute, Inc.

(``SEI''), and the American Institute for Continuing Education

(``AICE''). Both focus on the differences between the proposed program

and programs that already exist in the insurance industry. Both seek

more information regarding the Firm Element so as to help NASD members

and independent training providers meet the program requirements. The

SEI believes that administration of the Regulatory Element should not

be limited to the NASD testing centers or to those firms with the

proper in-house delivery means. Instead, interactive programs similar

to those the SEI provides to the futures industry should be used (these

would include safeguards already authorized by the Commodity Futures

Trading Commission).

NASD District 1 supports the proposal and offers two suggestions.

First, with respect to the Regulatory Element, the commenter suggests

that the sections relating to ``Requirements'' and ``Re-entry into

Program'' be amended to make it clear that the time frame of the

Regulatory Element is 10 years, not 15. Regarding the Firm Element, the

commenter asks who the ``Specific Training'' provision would operate

(i.e., at what level of the NASD would such decisions be made).

The comments submitted on NTM 94-59 were reviewed by the Council

and by the NASD Membership Committee. Neither the Council nor the

Membership Committee agreed with those commenters who opposed

instituting a continuing education program for the securities industry,

believing that it is in the best interest of the investing public and

the industry to proceed with the program.

The Membership Committee made three technical changes to the rule

as originally proposed in NTM 94-59. First, the language in Section

(1)(a)(i) of the NASD's proposal was redrafted to state clearly that

registered persons must participate in the Regulatory Element of the

continuing education program on three occasions, after the occurrence

of their second, fifth, and tenth registration anniversary dates.

Second, Section (1)(b) of the NASD's proposal has been expanded to

state that a registration that is inactive for a period of two calendar

years would be terminated administratively, and that a person whose

reregistration is so terminated must requalify by taking the Series 7

examination before such person's registration could be reactivated.

Finally, Section (1)(c)(iii) of the NASD's proposal was amended to

clarify that the Commission, a state securities regulator, or an SRO

could require re-entry into the program only as a result of a sanction

in a formal disciplinary action. This change is meant to address the

concerns of those commenting on the due process issues that could arise

were regulatory authorities able to mandate re-entry arbitrarily.

The NASD Membership Committee did not respond to other

recommendations made by commenters. The Committee believes that it is

unnecessary to state explicitly that inactive status under the

Regulatory Element of the program is not a disciplinary action.

Explanatory materials on this point would accompany the notice to

members announcing the effectiveness of the rule.

A number of commenters suggested that member firms be permitted to

administer the Regulatory Element in-house. The Council and the SROs

will continue to study this issue and will formulate a final response

for the industry in the future. The program, however, initially would

be implemented only in the NASD's testing centers. The Membership

Committee believes this to be necessary to allow the NASD to manage the

introduction of the program in a reasonable manner. The technology and

administrative issues that arise with respect to the in-house

administration of the Regulatory Element will require further study to

be resolved.

Finally, some commenters questioned the use of a single computer-

based training program in a Regulatory Element for all persons within

the first 10 years of their initial registration. The Membership

Committee and the Council recognized that there are variations in

function and degree of involvement in the securities industry among the

approximately 500,000 individuals registered as representatives. Both

the Council and the NASD Membership Committee believe that the initial

computer-based training program should deal with the most important

compliance and regulatory concerns confronting the industry, and that

these matters are important for all segments of the securities

industry. The Council, the Membership Committee, and the other SROs

would continue to review the need for more specialized computer-based

training programs for different segments of the industry. In the

future, these groups may recommend that such programs be introduced,

but only after further assessing the experience with the initial single

computer-based training program.

2. Comments Received by the MSRB

In August 1994, the MSRB published its proposal for comment, and

subsequently received five comment letters.

One commenter stated that its dealer department is a two-person

operation and the proposed Firm Element is an unreasonable burden to be

placed on such a small operation. The Firm Element Committee of the

Council is developing materials for dealers' use in devising and

carrying out training programs to meet the requirements of the Firm

Element. The Committee intends to incorporate ``samples'' of how

different firms might approach the requirements (e.g., firms that deal

with one product, small firms, and firms with large numbers of very

small offices or solo representatives). The MSRB believes this future

guidance would assuage the concerns of small firms as to the burden of

compliance with this requirement.

One commenter, a municipal securities broker's broker, asked

whether it would be subject to the Firm Element requirements. The Firm

Element is applicable to all persons who conduct business with retail,

institutional, or investment banking customers of the dealer and the

immediate supervisors of such persons. The Firm Element is not

applicable to dealers who deal only with other brokers and dealers.

One commenter stated that the MSRB has not shown that a continuing

education program is needed in the industry. Another commenter

expressed similar concerns. The Task Force formed by the securities

industry to study the issue of continuing education and to develop

recommendations concluded that the industry would be will served by a

uniform continuing education program. The MSRB believes that a formal

industry-wide continuing education program to keep professionals up-to-

date on products, markets, and rules would be beneficial to the

municipal securities industry.

Another commenter sent the same comments to the MSRB and the NASD.

These comments have been summarized above.

The MSRB also received two telephone inquiries from bank dealers

concerning the planned procedure for the CRD system to track and

communicate an individual's registration anniversary date for use with

the Regulatory Element. Bank dealer personnel are not registered on the

CRD system. The MSRB has discussed this notification matter on an

informal basis with the bank regulatory agencies. Such agencies have

stated that they would probably require banks to put procedures into

place for internal tracking of anniversary dates.

3. Comment Received by the NYSE

The NYSE received one letter from a member organization commenting

on its proposal. The commenter endorsed the computer-based training of

the Regulatory Element, but recommended that such training be required

upon an individual's initial registration, in addition to the required

three occasions thereafter (i.e., after the second, fifth and tenth

registration anniversary dates).

The NYSE believes that the continuing education program has been

designed to apply to registered persons after they have satisfied the

initial qualification requirements and that two years after a person's

initial registration and qualification is an appropriate time to

reinforce significant general regulatory and sales practice concepts

and provide training on recent rule and other current developments

through the continuing education process.

4. Comments Received by Other SROs

The other SROS have not solicited, and do not intend to solicit,

comments regarding the proposed rule change. They also have not

received any unsolicited written comments from members or other

interested parties. All of the SROs have made, or intend to make,

changes to their proposals to conform to changes made by the other SROs

in response to comments they received.

III. Date of Effectiveness of the Proposed Rule Changes and Timing for

Commission Action

Within 35 days of the date of publication of this notice in the

Federal Register or within such longer period (i) as the Commission may

designate up to 90 days of such date if it finds such longer period to

be appropriate and publishes its reasons for so finding or (ii) as to

which the self-regulatory organizations consent, the Commission will:

A. By order approve such proposed rule changes, or

B. Institute proceedings to determine whether the proposed rule

changes should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to submit written data, views, and

arguments concerning the foregoing. Persons making written submissions

should file six copies thereof with the Secretary, Securities and

Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.

Copies of the submission, all subsequent amendments, all written

statements with respect to the proposed rule changes that are filed

with the Commission, and all written communications relating to the

proposed rule changes 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 offices of the Exchanges. All submissions should refer to the

file number(s) in the caption above and should be submitted by January

10, 1995.

For the Commission, by the Division of Market Regulation,

pursuant to delegated authority.\11\

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\11\17 CFR 200.30-3(a)(12) (1993).

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Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 94-31203 Filed 12-19-94; 8:45 am]

BILLING CODE 8010-01-M