UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 8453 / August 3, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11575

I.

Fidelity Brokerage Services, LLC ("Fidelity") has submitted a letter, dated July 4, 2004, requesting a waiver of the disqualification from the exemption from registration under Regulation E arising from Fidelity's settlement of an administrative proceeding commenced by the Commission. On August 3, 2004, pursuant to Fidelity's offer of settlement, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings, Making Findings, and Imposing Remedial Sanctions Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (the "Order"). The Order censures Fidelity, orders Fidelity to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Exchange Act of 1934 and Rule 17a-4 thereunder, and orders Fidelity to pay a civil money penalty in the amount of $1,000,000. Fidelity consented to the issuance of the Order without admitting or denying any of the findings in the administrative proceeding.

The Regulation E exemption is not available for the securities of an issuer if any of its directors, officers, principal security holders, investment adviser or underwriter of the securities to be offered, or any partner, director or officer of such investment adviser or underwriter, is subject to a Commission order pursuant to Section 15(b) of the Exchange Act. See Rule 602(c)(3) under the Securities Act of 1933 ("Securities Act"). The Commission may waive the disqualification upon a showing of good cause. See Rule 602(e).

Based on the representations set forth in Fidelity's request, the Commission has determined that a showing of good cause has been made pursuant to Rule 602(e) and that the request for a waiver of the disqualification should be granted.

II.

Accordingly, IT IS ORDERED, pursuant to Rule 602(e) under the Securities Act, that a waiver from the application of the disqualification provision of Rule 602(c)(3) under the Securities Act resulting from the entry of the Order is hereby granted.

By the Commission.

http://www.sec.gov/rules/other/33-8453.htm