Notices. Notice

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BILLING CODE 8010-01-M SECURITIES AND EXCHANGE COMMISSION [Release No. 34-50628; File No. SR-CHX-2004-35] Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change and Amendment No. 1 Thereto by the Chicago Stock Exchange, Inc. Relating To Transfer of CHX Memberships November 3, 2004. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on October 26, 2004, the Chicago Stock Exchange, Inc.

(“CHX” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II and III below, which Items have been prepared by the Exchange. On October 28, 2004, the Exchange filed Amendment No. 1 to the proposed rule change. 3 The CHX filed the proposed rule change, as amended, pursuant to Section 19(b)(3)(A)(i) of the Act, 4 and Rule 19b-4(f)(1) thereunder, 5 as constituting a stated policy, practice or interpretation with respect to the meaning, administration, or enforcement of an existing rule, which renders the proposed rule change, as amended, effective upon filing with the Commission.

The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 *See* letter from Kathleen M. Boege, Associate General Counsel, CHX, to Nancy J. Sanow, Assistant Director, Commission, dated October 27, 2004 (“Amendment No. 1”). In Amendment No. 1, CHX revised the text of the proposed rule to indicate that the rule is effective as of October 26, 2004. 4 15 U.S.C. 78s(b)(3)(A)(i). 5 17 CFR 240.19b-4(f)(1).

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change, which would add Interpretation and Policy .04 to CHX Article I, Rule 10, “Transfers of Memberships,” would effectively prohibit the transfer of CHX memberships to certain newly approved lessors. The text of the proposed rule change appears below. Proposed new language is *italicized.* ARTICLE I Membership Transfers of Memberships Rule 10. No change. Interpretations and Policies: .01-.03 No change. .04 *No approval of new approved lessors.

Effective October 26, 2004, the Exchange will not approve the transfer of a membership to a person or firm who seeks to become an approved lessor, but who is not already the owner of a CHX membership, unless that person or firm qualifies as an accredited investor. This policy will end if and when the Exchange determines that it will not seek approval of the demutualization transaction.* II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the CHX included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received regarding the proposal.

The text of these statements may be examined at the places specified in Item IV below. The CHX has prepared summaries, set forth in Sections A, B and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose On August 5, 2004, the Exchange's Board of Governors voted unanimously to present a demutualization plan to the Exchange's members for approval. 6 The proposed transaction involves the private offering of securities using the safe harbor provided by Rule 506 of Regulation D under the Securities Act of 1933. 7 Under Rule 506, an offering of securities is not a public offering if there are no more than, or if the issuer reasonably believes that there are no more than, 35 “purchasers” of securities. 8 The calculation of the number of purchasers under Rule 506 excludes any person who qualifies as an “accredited investor. ” 9 The Exchange has received confirmation from members sufficient to allow the Exchange to believe that it will not be offering securities to more than the appropriate number of persons who are not accredited investors and therefore believes that its proposed transaction will qualify as a private offering under Rule 506.

A CHX member vote on the demutualization plan is currently scheduled for mid-November of 2004. 6 As with other similar demutualization transactions previously approved by the Commission, the Exchange's proposed demutualization transaction contemplates a change in the Exchange's organizational structure. In this proposed demutualization transaction, the CHX will change from a not-for-profit, non-stock corporation owned by its members to a wholly-owned subsidiary of a holding company, CHX Holdings, Inc., which is to be organized as a for-profit, stock corporation owned by its stockholders.

The members of CHX at the time of the proposed demutualization transaction will receive shares of common stock of the new holding company in exchange for their CHX memberships, and thus will become the stockholders of the new holding company. Members who are qualified to trade on the Exchange will receive trading permits that give them continued access to the Exchange's trading facilities. 7 17 CFR 230.506. 8 *Id.* 9 17 CFR 230.501(e). Under the Exchange's existing rules, a person or firm can purchase a membership on the Exchange for the sole purpose of providing a financing mechanism for another person or entity that desires to become an Exchange member. 10 These persons, called “approved lessors,” are not considered to be members of the Exchange for purposes of the Exchange's rules or under the federal securities laws. 10 *See* CHX Article IA, Rule 1(a).

To ensure that the Exchange's offering of securities can continue to qualify as a private, not a public, offering, the Exchange is proposing to prohibit any new approved lessor from purchasing a CHX membership unless that person or firm qualifies as an accredited investor. The Exchange believes that this proposal is appropriate because it permits the Exchange's proposed demutualization transaction to continue as a private offering under Rule 506, as approved by the Exchange's Board.

Moreover, because the Exchange's proposed demutualization transaction includes rule changes that would end the approved lessor program completely by barring its members from transferring the right to trade on the Exchange, the Exchange believes that there is no real business reason for a person who is not currently an approved lessor to become an approved lessor for only a few weeks. Thus, the Exchange represents that the proposed limitation will impose at most a negligible restriction while preserving the ability of the Exchange to effectuate the demutualization quickly through a Regulation D private offering.

This prohibition would remain in effect until the effective date of the demutualization transaction (if it is approved by the Exchange's members and by the Commission). If, for some reason, the Exchange's members reject the demutualization proposal, the prohibition would terminate immediately. 2. Statutory Basis The CHX believes the proposal is consistent with the requirements of the Act and the rules and regulations thereunder that are applicable to a national securities exchange, and, in particular, with the requirements of Section 6(b) of the Act. 11 In particular, the CHX believes the proposal is consistent with Section 6(b)(5) of the Act 12 in that it is designed to promote just and equitable principles of trade, to remove impediments and to perfect the mechanism of, a free and open market and a national market system, and, in general, to protect investors and the public interest. 11 15 U.S.C. 78(f)(b). 12 15 U.S.C. 78f(b)(5).

B. Self-Regulatory Organization's Statement of Burden on Competition The Exchange does not believe that the proposed rule change will impose any inappropriate burden on competition. C. Self-Regulatory Organization's Statement on Comments Regarding the Proposed Rule Change Received From Members, Participants or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change, as amended, constitutes a stated policy, practice or interpretation with respect to the meaning, administration, or enforcement of an existing rule, it has become effective pursuant to Section 19(b)(3)(A) of the Act 13 and Rule 19b-4(f)(1) thereunder. 14 At any time within 60 days of the filing of the proposed rule change, amended, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 13 15 U.S.C. 78s(b)(3)(A). 14 17 CFR 240.19b-4(f)(1).

IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change, as amended, is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-CHX-2004-35 on the subject line.

Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File Number SR-CHX-2004-35. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ).

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 Section, 450 Fifth Street, NW., Washington, DC 20549.

Copies of such filing also will be available for inspection and copying at the principal offices of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-CHX-2004-35 and should be submitted on or before December 1, 2004. 15 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 15 J.

Lynn Taylor, Assistant Secretary. [FR Doc. E4-3126 Filed 11-9-04; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-50629; File No. SR-NASD-2004-166] Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Notice of Filing of Proposed Rule Change To Modify the Other Securities Fee Schedule November 3, 2004. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on October 29, 2004, the National Association of Securities Dealers, Inc.

(“NASD”), through its subsidiary, The Nasdaq Stock Market, Inc. (“Nasdaq”), filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in items I, II, and III below, which items have been prepared by Nasdaq. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of the Substance of the Proposed Rule Change Nasdaq proposes to modify the Other Securities fee schedule in NASD Rule 4530.

The text of the proposed rule change is below. Proposed new language is in italics; proposed deletions are in brackets. 3 3 The proposed rule change is marked to show changes to NASD Rule 4530 as currently reflected in the NASD Manual available at *http://www.nasd.com* . No other pending or approved rule filings would affect the text of this Rule. 4530. Other Securities

(a)*Application Fee and* Entry Fee *(1) When an issuer submits an application for inclusion of any Other Security or SEEDS in the Nasdaq National Market qualified for listing under Rule 4420(f) or 4420(g), it shall pay a non-refundable Application Fee of $1,000* . [(1)] *(2)* When an issuer submits an application for inclusion of any Other Security *or SEEDS* in [The] *the* Nasdaq National Market qualified for listing under Rule 4420(f) *or 4420(g)* , it shall pay a *n Entry Fee* [fee ($1,000 of which is a non-refundable processing fee)] calculated *based* on total shares outstanding according to the following schedule: Up to 1 million shares $ 5,000 1+ to 2 million shares $10,000 2+ to 3 million shares $15,000 3+ to 4 million shares $17,500 4+ to 5 million shares $20,000 5+ to 6 million shares $22,500 6+ to 7 million shares $25,000 7+ to 8 million shares $27,500 8+ to 9 million shares $30,000 9+ to 10 million shares $32,500 10+ to 15 million shares $37,500 Over 15 million shares $45,000 *The applicable Entry Fee shall be reduced by any Entry Fees paid previously in connection with the initial inclusion during the current calendar year of any of the issuer's Other Securities and SEEDS in the Nasdaq National Market.* [(2)] *(3) For the sole purpose of determining the Entry Fee, total* [Total] shares outstanding means the aggregate of all classes of Other Securities *and SEEDS of the issuer* to be included in [The] *the* Nasdaq National Market *in the current calendar year* as shown in the issuer's most recent periodic report or in more recent information held by Nasdaq or, in the case of new issues, as shown in the offering circular, required to be filed with the issuer's appropriate regulatory authority. [(3)] *(4)* The Board of Directors of The Nasdaq Stock Market, Inc. or its designee may, in its discretion, defer or waive all or any part of the *Application Fee or Entry Fee* [entry fee] prescribed herein. [(4)] *(5)* If the application is withdrawn or is not approved, the *Entry Fee* [entry fee (less the non-refundable processing fee)] shall be refunded.

(b)Annual Fee

(1)The issuer of Other Securities *or SEEDS* qualified under Rule 4420(f) *or 4420(g)* for listing on [The] *the* Nasdaq National Market shall pay to The Nasdaq Stock Market, Inc. an [annual fee] *Annual Fee* calculated *based* on total shares outstanding according to the following schedule: Up to [1] *5* million shares $ [6,500] *15,000* [1+ to 2 million shares $ 7,000 2+ to 3 million shares $ 7,500 3+ to 4 million shares $ 8,000 4+ to 5 million shares $ 8,500] 5+ to [6] *10* million shares $ [9,000] *17,500* [6+ to 7 million shares $ 9,500 7+ to 8 million shares $10,000 8+ to 9 million shares $10,500 9+ to 10 million shares $11,000] 10+ to [11] 25 million shares $[11,500] *20,000* [11+ to 12 million shares $12,000 12+ to 13 million shares $12,500 13+ to 14 million shares $13,000 14+ to 15 million shares $13,500 15+ to 16 million shares $14,000 Over 16 million shares $14,500] *25+ to 50 million shares $22,500* *Over 50 million shares $30,000*

(2)The Board of Directors of The Nasdaq Stock Market, Inc. or its designee may, in its discretion, defer or waive all or any part of the [annual fee] *Annual Fee* prescribed herein.

(3)*For the sole purpose of determining the Annual Fee, total* [Total] shares outstanding means the aggregate of all classes of Other Securities *and SEEDS of the issuer included in the Nasdaq National Market* , as shown in the issuer's most recent periodic report required to be filed with the issuer's appropriate regulatory authority or in more recent information held by Nasdaq. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, Nasdaq 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. Nasdaq has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The proposed rule change modifies the Other Securities fee schedule contained in NASD Rule 4530. The proposal establishes a new, separate, non-refundable application fee (in addition to the existing entry fee) for “other securities” and SEEDS, and raises the applicable annual fee levels. The proposal also clarifies how the appropriate fee “tier” is determined for an issuer in any given calendar year. The new application fee and the increase in the annual fee will help Nasdaq recover the often-substantial costs associated with listing the various securities (most of which are known in the industry as “structured products”) that will be subject to the revised fee schedule. 4 The review and listing approval process for many such securities frequently involves extensive product-focused consultations between the Nasdaq staff and the staff of the Commission and, in many cases, product-specific rule change filings by Nasdaq with the Commission. As the value of such securities is usually linked to the value of other securities or indexes, Nasdaq examines (as part of the initial listing process) and monitors the activity in (on an on-going basis) such “linked” securities and indexes. Nasdaq believes that the new application fee and the revised annual fees will better reflect the actual level and cost of the resources that Nasdaq devotes to listing these securities and overseeing market activities directly or indirectly ( *i.e.* , by virtue of linked securities or indexes) related to these securities and their issuers. 4 SEEDS are a type of structured product, and, as such, it is equitable that they be subject to the same fee schedule as the other structured products. Nasdaq believes that the proposed fee levels are both reasonable in light of the associated costs and at the same time responsive to the need to remain competitive relative to other markets. In this regard, Nasdaq notes that the proposed fees will be similar to the existing applicable American Stock Exchange (“AMEX”) fees. 5 5 *See* AMEX Company Guide §§ 140 and 141. Nasdaq proposes to make all changes effective upon Commission approval, with the exception of the annual fee change, which will become effective on January 1, 2005. 2. Statutory Basis Nasdaq believes that the proposed rule change is consistent with the provisions of section 15A of the Act, 6 in general and with section 15A(b)(5) of the Act, 7 in particular, in that it provides for the equitable allocation of reasonable dues, fees, and other charges among members and issuers and other persons using any facility or system that the NASD operates or controls. 6 15 U.S.C. 78 *o* -3. 7 15 U.S.C. 78 *o* -3(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition Nasdaq does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change 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 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, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NASD-2004-166 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File Number SR-NASD-2004-166. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). 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 Section, 450 Fifth Street, NW., Washington, DC 20549. Copies of such filing also will be available for inspection and copying at the principal office of the NASD. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NASD-2004-166 and should be submitted on or before December 1, 2004. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 8 8 17 CFR 200.30-3(a)(12). J. Lynn Taylor, Assistant Secretary. [FR Doc. E4-3123 Filed 11-9-04; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-50626; File No. SR-NASD-2004-133] Self-Regulatory Organizations; Notice of Filing of Proposed Rule Change by the National Association of Securities Dealers, Inc. Relating to Proposed Amendments to NASD Rule 9522 (“Initiation of Eligibility Proceeding; Member Regulation Consideration”) November 3, 2004. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on September 1, 2004, the National Association of Securities Dealers, Inc. (“NASD”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II and III below, which Items have been prepared by NASD. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change NASD proposes to amend NASD Rule 9522 (“Initiation of Eligibility Proceeding; Member Regulation Consideration”). The text of the proposed rule change is below. Proposed new language is in italics; proposed deletions are in brackets. 9500. OTHER PROCEEDINGS 9522. Initiation of Eligibility Proceeding; Member Regulation Consideration

(a)through (e)(1) No change. (e)(2) Matters that may be Approved by the Department of Member Regulation after the Filing of an Application. The Department of Member Regulation, as it deems consistent with the public interest and the protection of investors, may approve an application filed by a disqualified member or sponsoring member if a disqualified member or disqualified person is subject to one or more of the following conditions but is not otherwise subject to disqualification (other than a matter set forth in subparagraph (e)(1)):

(A)through

(C)No change.

(D)The disqualification consists of a court order or judgment of injunction or conviction, and such order or judgment:

(i)No change.

(ii)includes such restrictions or limitations for a specified time period and such time period has elapsed[.] *; or* *(E) The disqualified person's functions are purely clerical and/or ministerial in nature.* II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, NASD included statements concerning the purpose of and basis for the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. NASD has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose NASD's Rule 9520 Series sets forth NASD's eligibility procedures under which persons subject to a statutory disqualification may become or remain associated with a member firm. NASD Rule 9522 specifies when Member Regulation may approve a matter 3 and when the National Adjudicatory Council (“NAC”) must consider a matter. The purpose of the proposed rule change to NASD Rule 9522(e)(2) is to give Member Regulation the authority to approve the MC-400 Applications (“Applications”) of statutorily disqualified persons who will be engaged solely in clerical and/or ministerial activities. 3 Member Regulation does not have the authority to deny an Application or other written request for relief. *See* NASD Rule 9522(e) and NASD Rule 9523. Rule 19h-1 under the Act, 4 which prescribes the form and content of, and establishes the mechanism by which the SEC reviews, proposals submitted by NASD (and other self-regulatory organizations) to allow persons subject to statutory disqualification to become or remain associated with member firms, exempts from the filing requirement persons who are statutorily disqualified but who perform only clerical or ministerial functions. 5 Currently, the NASD Rule 9520 Series requires the NAC (after a hearing and consideration by the Statutory Disqualification (“SD”) Committee) to determine whether a statutorily disqualified person may associate with a member firm in a purely clerical and/or ministerial capacity. 4 17 CFR 240.19h-1. 5 Rule 19h-1(a)(2) under the Act specifies that notices must be filed with the Commission if, among other things, a disqualified person “* * * controls [the] member, is a general partner or officer (or person occupying a similar status or performing a similar function) of [the] member, is an employee who, on behalf of [the] member, is engaged in securities advertising, public relations, research, sales, trading, or training or supervision of other employees who engage or propose to engage in such activities, except clerical and ministerial persons engaged in such activities, or is an employee with access to funds, Securities or books and records, * * *” NASD wishes to be able to handle these matters more expeditiously, while also retaining the necessary ability to conduct a thorough review to determine whether a disqualified person may enter or continue in the securities industry in a clerical and/or ministerial capacity. Therefore, under the proposed rule change, the sponsoring firm would continue to be required to file an Application on behalf of the disqualified individual seeking to engage in solely clerical and/or ministerial activities. Member Regulation would have the authority under amended NASD Rule 9522(e)(2) to approve the Application. In the event Member Regulation does not approve the Application, the sponsoring member would have the right to proceed under Rule 9524 ( *i.e.* , to have the matter decided by the NAC after a hearing and consideration by the SD Committee). 6 6 Member Regulation also retains the discretion to refer any matter to the NAC, rather than exercise its authority under NASD Rule 9522 to review an Application or other request for relief. If Member Regulation determines that the Application should be approved, but with specific supervisory requirements, the parties would have the option of proceeding under NASD Rule 9523. NASD Rule 9523 provides that the Chairman of the Statutory Disqualification Committee (“Chairman”), acting on behalf of the NAC, may accept a letter indicating that the sponsoring firm and Member Regulation have consented to the imposition of an agreed-upon supervisory plan. The Chairman also has the option of rejecting the plan or referring the matter to the NAC. The plan is deemed final if it is accepted by the NAC or the Chairman. If the parties cannot agree on a supervisory plan, the sponsoring member may request NAC consideration of the matter under NASD Rule 9524. Should the Commission approve this proposed rule change, NASD will announce the effective date of the proposed rule change in a *Notice to Members* to be published no later than 60 days following Commission approval. The effective date will be 30 days following publication of the *Notice to Members* announcing Commission approval. 2. Statutory Basis NASD believes that the proposed rule change is consistent with the provisions of Section 15A(b)(6) of the Act, 7 which requires, among other things, that NASD rules must be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest and Section 15A(b)(8) of the Act, 8 which requires that NASD rules provide a fair procedure for the denial of membership to any person seeking membership therein. NASD believes that its proposed rule change is consistent with the provisions of the Act noted above in that it provides for a fair procedure for determining whether a statutorily disqualified person may participate in the securities industry in a clerical and/or ministerial capacity. 7 15 U.S.C. 78o-3(b)(6). 8 15 U.S.C.78o-3(b)(8). B. Self-Regulatory Organization's Statement on Burden on Competition NASD does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change 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 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, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form *(http://www.sec.gov/rules/sro.shtml);* or • Send an e-mail to *rule-comments@sec.gov.* Please include File No. SR-NASD-2004-133 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File Number SR-NASD-2004-133. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site *(http://www.sec.gov/rules/sro.shtml).* 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 Section, 450 Fifth Street, NW., Washington, DC 20549. Copies of such filing also will be available for inspection and copying at the principal office of NASD. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File No. SR-NASD-2004-133 and should be submitted on or before December 1, 2004. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 9 9 17 CFR 200.30-3(a)(12). J. Lynn Taylor, Assistant Secretary. [FR Doc. E4-3124 Filed 11-9-04; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-50636; File No. SR-NASD-2004-161] Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Establish a Pilot Program Waiving Fees and Credits for Orders and Quotes Executed in the Nasdaq Opening Cross November 4, 2004. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on October 22, 2004, the National Association of Securities Dealers, Inc. (“NASD”), through its subsidiary, The Nasdaq Stock Market, Inc. (“Nasdaq”), filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in items I, II, and III below, which items have been prepared by Nasdaq. Nasdaq has designated this proposal as one establishing or changing a due, fee or other charge under section 19(b)(3)(A)(ii) of the Act 3 and Rule 19b-4(f)(2) thereunder, 4 which renders the rule effective upon Commission receipt of this filing. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A)(ii). 4 17 CFR 240.19b-4(f)(2). I. Self-Regulatory Organization's Statement of the Terms of the Substance of the Proposed Rule Change Nasdaq is filing this proposed rule change to waive, for a pilot period of three months, the Nasdaq Market Center execution fees and credits for those quotes and orders executed in the Nasdaq Opening Cross. The pilot program will commence when Nasdaq implements the Opening Cross. The text of the proposed rule change is below. Proposed new language is in italics. 5 5 The proposed rule change is marked to show changes to Rule 7010(i) as currently reflected in the NASD Manual available at *http://www.nasd.com.* There are no other pending or recently approved rule filings that would affect the text of Rule 7010(i). Rule 7010. System Services (a)-(h) No Change.

(i)Nasdaq Market Center order execution. (1)-(3) No Change. *(4) Opening Cross* *For a period of three months commencing on the date Nasdaq implements its Opening Cross (as described in Rule 4704(d)), members shall not be charged Nasdaq Market Center execution fees, or receive Nasdaq Market Center liquidity provider credits, for those quotes and orders executed in the Nasdaq Opening Cross.* (j)-(u) No change. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, Nasdaq 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. Nasdaq has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Commission recently approved the Nasdaq Opening Cross, which is a new process for determining the Nasdaq Official Opening Price (“NOOP”) for the most liquid Nasdaq stocks. 6 The Nasdaq Opening Cross is designed to create a more robust opening 7 that allows for price discovery, and an execution that results in an accurate, tradable opening price. Nasdaq is seeking to establish a three-month pilot program, commencing with the launch of the Opening Cross, during which no Nasdaq Market Center execution charges will be charged, and no liquidity provider credits will be offered, for those quotes and orders executed in the Nasdaq market center as part of the Nasdaq Opening Cross. 8 The pilot program will enable Nasdaq to evaluate more accurately the effectiveness of the Opening Cross in establishing the NOOP by eliminating any pricing disincentives that could arise as a result of a price schedule not established on the basis of actual trading data. During the pilot program, Nasdaq staff will study the behavior and participation in the Opening Cross to determine the optimum pricing schedule. 9 6 *See* Securities Exchange Act Release No. 50405 (Sept. 16, 2004); 69 FR 57118 (Sept. 23, 2004) (SR-NASD-2004-071). 7 Telephone conversation between Jeffrey S. Davis, Associate Vice President and Associate General Counsel, Nasdaq, and Terri L. Evans, Special Counsel, Commission, on November 4, 2004 (replacing the word “close” with “opening”). 8 Nasdaq established a similar pilot fee waiver with respect to the Nasdaq Closing Cross. *See* Securities Exchange Act Release No. 49576 (April 16, 2004); 69 FR 22112 (April 23, 2004) (SR-NASD-2004-048). 9 Nasdaq would consider extending the pilot if more information is needed at the end of the three-month period. 2. Statutory Basis Nasdaq believes that the proposed rule change is consistent with the provisions of section 15A of the Act, 10 in general, and with section 15A(b)(5) of the Act, 11 in particular, in that it provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using any facility or system which the NASD operates or controls. Nasdaq believes that the proposed pilot program is an equitable allocation of fees because the program will apply equally to all members whose quotes and orders are executed as part of the Nasdaq Opening Cross. Furthermore, Nasdaq believes that the program is reasonable because it will allow Nasdaq, for a limited period of time, to analyze participation in the process and use the results to create an optimum fee schedule based on actual trading data. 10 10 15 U.S.C. 78 *o* -3. 11 15 U.S.C. 78 *o* -3(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition Nasdaq does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The proposed rule change has become immediately effective pursuant to section 19(b)(3)(A)(ii) of the Act 12 and subparagraph (f)(2) of Rule 19b-4 thereunder, 13 because it establishes or changes a due, fee, or other charge imposed by Nasdaq. At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 12 15 U.S.C. 78s(b)(3)(a)(ii). 13 17 CFR 240.19b-4(f)(2). IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NASD-2004-161 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File Number SR-NASD-2004-161. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). 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 Section, 450 Fifth Street, NW., Washington, DC 20549. Copies of such filing also will be available for inspection and copying at the principal office of the NASD. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NASD-2004-161 and should be submitted on or before December 1, 2004. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 14 14 17 CFR 200.30-3(a)(12). J. Lynn Taylor, Assistant Secretary. [FR Doc. E4-3125 Filed 11-9-04; 8:45 am] BILLING CODE 8010-01-P DEPARTMENT OF STATE [Public Notice 4889] Bureau of Political-Military Affairs: Directorate of Defense Trade Controls; Notifications to the Congress of Proposed Commercial Export Licenses AGENCY: Department of State. ACTION: Notice. SUMMARY: Notice is hereby given that the Department of State has forwarded the attached Notifications of Proposed Export Licenses to the Congress on the dates shown on the attachments pursuant to sections 36(c) and 36(d) and in compliance with section 36(f) of the Arms Export Control Act (22 U.S.C. 2776). EFFECTIVE DATE: As shown on each of the nineteen letters. FOR FURTHER INFORMATION CONTACT: Mr. Peter J. Berry, Director, Office of Defense Trade Controls Licensing, Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State

(202)663-2700. SUPPLEMENTARY INFORMATION: Section 36(f) of the Arms Export Control Act mandates that notifications to the Congress pursuant to sections 36(c) and 36(d) must be published in the **Federal Register** when they are transmitted to Congress or as soon thereafter as practicable. Dated: November 2, 2004. Peter J. Berry, Director, Office of Defense Trade Controls Licensing, Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State. September 8, 2004. Dear Mr. Speaker: Pursuant to Section 36(c) and

(d)of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the manufacture of significant military equipment abroad and the export of defense articles or defense services in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of defense services, technical data and defense articles for the manufacture in Japan of the AN/APG-63(V)1 Radar System Retrofit Kits for the Japanese Defense Agency. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 076-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. September 14, 2004. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles that are firearms controlled under category I of the United States Munitions List sold commercially under a contract in the amount of $1,000,000 or more. The transaction contained in the attached certification involves the export of 554 M4 carbines with 100 M-203 grenade launchers and supporting equipment to the Italian Ministry of Defense, Military Police. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 075-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. September 14, 2004 Dear Mr. Speaker: Pursuant to Section 36(d) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the manufacture of significant military equipment abroad. The transaction described in the attached certification involves the transfer of technical data, assistance and manufacturing know-how to Spain for the manufacture of M76 periscopes and components of the M86 Optronic Masts for the S-80 Submarines for end use by the Spanish Navy. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 074-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. September 14, 2004. Dear Mr. Speaker: Pursuant to Section 36(d) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the manufacture of significant military equipment abroad. The transaction contained in the attached certification involves the export of technical data and defense services to Egypt for the manufacture, assembly and test training for assembly of the AN/VVS-2(V)4, AN/VVS-1924 and AN/VVS YPR Night Driver's Viewers for the Egyptian Government. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 070-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. September 14, 2004. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under a contract in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export to Canada of technical data and defense services necessary for the manufacture in Canada of Exhaust Frame Assemblies and Front Frame Assembly for F404 and F414 Aircraft Engines for end-use in U.S. aircraft. This is an increase in scope and continuation of an on-going contract signed between the parties in 1991. The United States Government is prepared to license the export of this manufacturing know-how having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 058-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. September 14, 2004. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under a contract in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense services and hardware to Germany to support the manufacturing of solid polymer electrolyte fuel cell batteries for use in U212 and U214 diesel submarines. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 055-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. September 15, 2004. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under a contract in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of twelve modified S-92A helicopters with related spare parts, to DHC Helicopter Corporation, Canada to perform offshore oil operations, civil search and rescue, and other civil missions in Canada. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 073-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. September 16, 2004. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under a contract in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense services and hardware to Australia for the refurbishment and upgrade of mission systems equipment on 18 P-3C Orion aircraft owned by the Royal Australian Air Force. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 069-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. September 16, 2004. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under a contract in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export to Germany of technical data, defense services and hardware for the manufacture of components for the Patriot Advanced Capability (PAC-3) Missile for use in the U.S. and Foreign Military Sales

(FMS)projects. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 061-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. September 16, 2004. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under a contract in the amount of $50,000,000 or more. The transaction contained in the attached certification involves the export to India of sixteen F404-GE-IN20 aircraft engines, technical data and defense services necessary for operation, organizational and I-3 maintenance, and to refurbish one of the eleven engines notified under DTC 19-87 for the Light Combat Aircraft of the Indian Government. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 057-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. September 24, 2004. Dear Mr. Speaker: Pursuant to Section 36(c) and

(14)Gripen Aircraft containing U.S.-origin content and spare parts, ground support equipment and integrated logistics support, from Sweden to the Government of the Czech Republic. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 078-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. October 6, 2004. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of major defense equipment and defense articles in the amount of $50,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense services and hardware to France, Russia, Spain, Sweden and Kazakhstan for the launch of the Galaxy XIV commercial satellite to be owned and operated by a U.S. company. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC: 079-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. October 6, 2004. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for export of defense articles or defense services sold commercially under a contract in the amount of $50,000,000 or more. The transaction described in the attached certification involves the transfer of technical data, assistance and defense articles to Israel for the sale of the MATBAT Phase II combat simulator for the Israeli Ministry of Defense. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 049-04A. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. October 7, 2004. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for export of defense articles or defense services sold commercially under a contract in the amount of $50,000,000 or more. The transaction described in the attached certification involves the transfer of technical data, assistance and defense articles to the United Kingdom and France for the integration and sale of CTS800-4F engines into the FutureLynx Helicopter for the UK Ministry of Defence. Sublicensees may include foreign nationals from Belgium, Canada, Czech Republic, Denmark, Germany, Greece, Hungary, Iceland, Italy, Luxembourg, the Netherlands, Norway, Poland, Portugal, Spain, Turkey, Australia and Ireland. Testing of the engines will be performed in Sweden, and Morocco. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 042-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. October 12, 2004. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles that are firearms controlled under category I of the United States Munitions List sold commercially under a contract in the amount of $1,000,000 or more. The transaction contained in the attached certification involves the export of revolvers and pistols (calibers .17, .22, .32, .38, .357, .40, .41, .44, .45, .50, 9mm and .10mm) for export to Belgium for distribution to governments and private entities in the following sales territories: Austria, Belgium, Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Italy, Ireland, Luxembourg, Netherlands, Norway, Portugal, Poland, Spain, Sweden, Switzerland and United Kingdom. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 080-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. October 15, 2004. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting herewith, certification of a proposed license for the export of major defense equipment and defense articles in the amount of $50,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense services and controlled hardware to support continued cooperation in Japan's Galaxy Express space launch vehicle program. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Paul V. Kelly, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 087-04. The Honorable J. Dennis Hastert, Speaker of the House of Representatives. Dated: November 4, 2004. Peter J. Berry, Director, Office of Defense Trade Controls Licensing, Department of State. [FR Doc. 04-25107 Filed 11-9-04; 8:45 am]

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