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Andrew M. Smith

July 2, 2004

By Email The Honorable William H. Donaldson, Chairman Securities Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 (

RE: File No. S7-10-04

Dear Mr. Donaldson:

I write to you on behalf of our Chairman and CEO, Mr. Leo Liebowitz, as well as all of the other officers of the Company.

As officers and shareholders of a company listed on the New York Stock Exchange, we wish to express our concern regarding an SEC proposal which could substantially weaken an important element of investor protection.

The trade-through or "best price" rule provides investors assurances they will receive the best price when buying and selling shares of NYSE-listed companies. This principle has served our markets well for several decades now. It ensures that orders, whether large or small, compete on the same basis --- price. The vibrancy of, and investor confidence in, our securities markets is derived largely from the liquidity that price competition creates.

The SEC has proposed allowing institutions to "opt out" of this rule. This means those institutions would have the right to execute trades at something other than the best price on behalf of their ultimate investors. Institutions would be permitted and, indeed, incentivized to internalize customer order flow. Taking out of the market the liquidity currently represented by such trading, would impair overall liquidity, raise trading costs, widen quoted spreads and increase price volatility. Furthermore, the least sophisticated investors, including those investing in mutual funds, will be at greatest risk.

Not to be ignored is the fact that when liquidity is fragmented across multiple trading venues, experience has shown that the cost of raising capital increases, impacting issuers and investors alike. This is a matter of great significance for the American economy broadly, as the cost of capital directly impacts corporate America's ability to invest in jobs, R&D, expansion, acquisitions, etc.

With everything that has happened lately to shake investor confidence in the markets, it is difficult to understand why Washington would want to weaken this important investor protection. Why should investors ever receive anything other than the best price possible?

Please keep the best price provisions of the trade-through rule intact.


Andrew M. Smith

Fred Emken (