MEMORANDUM

January 8, 2004

TO: Files
FROM: Daphne Tippens Chisolm
Counsel to Commissioner Goldschmid
RE: Amendment No. 3 to the Proposed Rule Change by the Boston Stock Exchange, Inc. Establishing Trading Rules for the Boston Options Exchange Facility, Release No. 34-48355, File No. SR-BSE-2002-15


On December 16, 2003, William Brodsky, Mark Duffy, and Edward Tilly of the Chicago Board Options Exchange met with Commissioner Harvey J. Goldschmid and myself, counsel to the Commissioner. Messrs. Brodsky, Duffy, and Tilly discussed the Boston Stock Exchange's proposed new electronic options trading facility, described in Notice of Filing of Amendment No. 3 to the Proposed Rule Change by the Boston Stock Exchange, Inc. Establishing Trading Rules for the Boston Options Exchange Facility, SEC Release No. 34-48355, File No. SR-BSE-2002-15 (Aug. 15, 2003). They expressed the views that are contained in CBOE's September 16, 2003 comment letter on that proposal, as well as CBOE's February 14, 2003 comment letter on the original proposal, described in Notice of Filing of Proposed Rule Change by the Boston Stock Exchange, Inc. Establishing Trading Rules for the Boston Options Exchange Facility, SEC Release No. 34-47186, File No. SR-BSE-2002-15 (Jan. 14, 2003).