MEMORANDUM

TO: File
FROM: Susie Cho
DATE: November 17, 2003
RE: Meeting with the American Stock Exchange, Inc. on Proposed Rule Change by the Boston Stock Exchange, Inc. Establishing Trading Rules for the Boston Options Exchange Facility, Release Nos. 34-47186 and 34-48355, File No. SR-BSE-2002-15


On October 30, 2003, members of the Division of Market Regulation staff (Elizabeth King, Debby Flynn, Steve Williams, and Susie Cho) met with Michael Ryan, Michael Bickford, and John McGowan of Amex to discuss the Boston Stock Exchange's proposed new electronic options trading facility, the Boston Options Exchange ("BOX"). Specifically, the Amex representatives raised concerns regarding the Price Improvement Period process. They also requested clarification of BOX's directed orders process. In addition, the representatives of Amex reiterated comments on the Boston Stock Exchange's proposal set forth in a letter to Jonathan G. Katz, Secretary, Commission, from Michael J. Ryan, Jr., Executive Vice President & General Counsel, Amex, dated September 12, 2003.