SECURITIES AND EXCHANGE COMMISSION (Release No. 34-37800; File No. SR-DTC-96-15) October 9, 1996 Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing of an Amendment to a Proposed Rule Change Relating to the Procedures to Establish a Direct Registration System On September 17, 1996, The Depository Trust Company ("DTC") filed with the Securities and Exchange Commission ("Commission") the proposed rule change (File No. SR-DTC-96-15) purusant to Section 19(b)(1) of the Securities Exchange Act of 1934 ('Act")1 relating to the procedures to establish a direct registration system. On October 7, 1996, DTC filed an amendement to the proposed rule change.2 Notice of the proposed rule change was published in the Federal Register on October 9, 1996.3 The amendment is described in Items I, II, and III below, which items have been prepared primarily by DTC. 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 purposed of the amendment to the proposed rule change is to delete the requirement that limited participants accept dividend reinvestment instructions from DTC on DRS eligible securities that offer dividend reinvestment plans. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, DTC 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. DTC has prepared summaries, set forth in sections (A), (B), and (C) below, of the most significant aspects of such statements.4 (A) Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change The purpose of the amendment of the proposed rule change is to delete a requirement that in order to participate in the DRS program that any DRS issue with a dividend reinvestment plan must be open to street-name holders. The amendment also modifies the Limited Participant Account Agreement to reflect the change in requirements.5 (B) Self-Regulatory Organization's Statement on Burden on Competition DTC perceives no impact on competition by reason of the proposed rule change. (C) Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received from Members, Participants or Others Although DTC did not solicit comments on DRS, over the last two years, a joint committee of representatives of the Securities Transfer Association, the Securities Industry Association, the Corporate Transfer Agents Association, and the depositories has met and agreed on the features of DRS. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within thirty-five 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 ninety 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 organization consents, the Commission will: (A) by order approve such proposed rule change or (B) institute proceedings to determine whether the proposed rule change 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 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 in Washington, D.C. Copies of such filing will also be available for inspection and copying at the principal office of DTC. All submissions should refer to the file number SR-DTC-96-15 and should be submitted by [insert date 21 days after the date of this publication]. For the Commission by the Division of Market Regulation, pursuant to delegated authority. Jonathan G. Katz Secretary SEC NEWS DIGEST SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGE The Depository Trust Company has filed an amendment to the proposed rule change (File No. SR-DTC-96-15 ) under the Securities Exchange Act of 1934 relating to the establishment of procedures to implement a direct registration system. Publication is expected in the Federal Register during the week of October , 1996. (Release No. 34-37800) _______________________________ 1 15 U.S.C. 78s(b)(1) (1988). 2 Letter from Larry Thompson, Senior Vice President and Deputy General Counsel, DTC, to Jerry Carpenter, Assistant Director, Division of Market Regulation, Commission (October 7, 1996). 3 Securities Exchange Act Release No. 37778 (Ocotber 3, 1996), 61 FR 52985. 4 The Commission has modified parts of these statements. 5 A complete description of the amended DRS service may be found in the Important Notices issued by DTC on the implementation of a DRS, which are attached as Exhibit A and Exhibit B. Important Notice B# 1811-96 (October 7, 1996) and Important Notice B# 1841-96 (October 7, 1996).