SEC Open Meeting Agenda
Wednesday, December 15, 2004, 2:00 p.m.

Agenda as of December 14, 2004. Note that Open Meeting agendas are subject to last-minute changes.

Item 1:	Asset-Backed Securities Office:  Division of Corporation Finance Staff:  Jeffrey J. Minton and Jennifer G. Williams
Item 2:	Regulation NMS Office:  Division of Market Regulation Staff:  Heather Seidel, Daniel Gray, Michael Gaw, Jennifer Colihan, Sapna Patel, Ronesha Butler, David Liu, David Hsu, Raymond Lombardo, and Yvonne Fraticelli

Item 1: Asset-Backed Securities

The Commission will consider whether to adopt new and amended rules and forms to address the registration, disclosure and reporting requirements for asset-backed securities under the Securities Act of 1933 and the Securities Exchange Act of 1934. The new and amended rules and forms relate to four primary regulatory areas: Securities Act registration; disclosure requirements; communications during the offering process; and ongoing reporting under the Exchange Act.

For further information, please contact Jeffrey J. Minton, Special Counsel, or Jennifer G. Williams, Attorney-Advisor, Office of Rulemaking, Division of Corporation Finance, at (202) 942-2910.

Item 2: Regulation NMS

The Commission will consider whether to republish for public comment proposed rules under Regulation NMS and two amendments to the joint industry plans for disseminating market information, to give the public an opportunity to review and comment on proposed modifications to the original rule text to reflect comments received. In particular, the Commission will consider whether to repropose the following rules and amendments:

A. Rule 611 of Regulation NMS ("Order Protection Rule"), which would establish marketwide price protection for automated quotations that are immediately accessible;

B. Rule 610 of Regulation NMS ("Access Rule"), which would promote fair and non-discriminatory access to quotations through a private access approach and establish a limit on access fees to harmonize the pricing of quotations across different trading centers;

C. Rule 612 of Regulation NMS ("Sub-Penny Rule"), which would establish a uniform pricing increment of no less than a penny for orders, quotations, or indications of interest, except for those priced at less than $1.00 per share;

D. Amendments to Rules 11Aa3-1 and 11Ac1-2 under the Securities Exchange Act of 1934 ("Exchange Act") (redesignated as Rule 601 and 603 of Regulation NMS) ("Market Data Rules"), which would update the requirements for consolidating, distributing, and displaying market information, and amendments to the joint industry plans for disseminating market information that would modify the formulas for allocating plan revenues ("Allocation Amendment") and broaden participation in plan governance ("Governance Amendment"); and

E. Redesignation of the national market system ("NMS") rules adopted under the Exchange Act and inclusion of those rules, as well as reproposed Rules 610, 611, and 612, under Regulation NMS. Regulation NMS also would include a separate definitional rule that would (i) retain most of the definitions currently used in the NMS rules, (ii) include new definitions related to the reproposed rules, and (iii) update or eliminate obsolete definitions in the NMS rules.

For further information, please contact Jennifer Colihan, Special Counsel, at (202) 942-0735 (Order Protection Rule); David Liu, Attorney, at (202) 942-8085 (Access Rule); Ronesha Butler, Special Counsel, at (202) 942-0791 (Sub-Penny Rule); Sapna Patel, Special Counsel, at (202) 942-0166 (Market Data Rules, Allocation Amendment, and Governance Amendment); or Yvonne Fraticelli, Special Counsel, at (202) 942-0197 (Regulation NMS).