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SECURITIES AND EXCHANGE COMMISSION  

17 CFR Part 240                       

Release No. 34-38139; File No. S7-30-95 

RIN  3235-AG66

Order Execution Obligations

AGENCY:   Securities and Exchange Commission

ACTION:   Final Rule; Revised Effective Date; Revised Compliance

Dates 

SUMMARY:  The Securities and Exchange Commission is delaying the

effective date and compliance dates for Rule 11Ac1-4 ("Limit

Order Display Rule") and amendments to Rule 11Ac1-1 ("ECN

Amendment") (cumulatively "Order Execution Rules").  

DATES:  Effective Date:  The effective date shall be January 20,

1997 for 240.11Ac1-4 and amendments to 240.11Ac1-1, published

on September 12, 1996 (61 FR 48290), and revised by rule

published on January 9, 1997, except that the effective date for

240.11Ac1-1(a)(25)(ii)  remains April 10, 1997. 

Compliance Dates:  Each of the first three scheduled phase-in

dates for compliance with the Order Execution Rules are being

delayed one week, so that the first compliance date with respect

to exchange-traded securities and 50 Nasdaq stocks shall be

January 20, 1997, the phase-in date for an additional 100 Nasdaq

securities shall be February 7, 1997, and the phase-in date for

an additional 850 Nasdaq securities shall be February 28, 1997. 

FOR FURTHER INFORMATION CONTACT:  Betsy Prout Lefler, Special

Counsel, Gail Marshall-Smith, Special Counsel, or David
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Oestreicher, Special Counsel, (202) 942-0158, Division of Market

Regulation, Securities and Exchange Commission, 450 Fifth Street,

N.W., Mail Stop 5-1, Washington, D.C.  20549.

SUPPLEMENTARY INFORMATION:  

I.   Background

     On August 28, 1996, the Securities and Exchange Commission

("Commission") adopted Rule 11Ac1-4,-[1]- the "Limit Order

Display Rule," and amendments to Rule 11Ac1-1, the "ECN

Amendment," to require OTC market makers and exchange specialists

to display certain customer limit orders, and to publicly

disseminate the best prices that the OTC market maker or exchange

specialist has placed in certain electronic communications

networks ("ECNs"), or to comply indirectly with the ECN Amendment

by using an ECN that furnishes the best market maker and

specialist prices therein to the public quotation

system.-[2]-  In the Adopting Release, the Commission deemed

the effective date of these initiatives January 10, 1997. 

Thereafter, the Commission modified the effective date of the


---------FOOTNOTES----------
     -[1]-          17 CFR 240.11Ac1-4.

     -[2]-          The   Commission   also  amended   subsection
                    (a)(25)(ii)  of  the   Quote  Rule,   thereby
                    expanding the  coverage of the Quote  Rule to
                    all exchange-traded  securities.  Thereafter,
                    the   Commission   determined  that   it  was
                    appropriate  to  make  this  aspect   of  the
                    amendments  effective  April 10,  1997.   See
                    Securities  Exchange  Act Release  No. 38110,
                    infra  note 3.   The  present order  does not
                    change   that   date   and,  therefore,   the
                    effective date of  subsection (a)(25)(ii)  of
                    the Quote Rule remains April 10, 1997.
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rules to January 13, 1997, and established compliance dates with

respect to the Limit Order Display Rule and the ECN Amendment so

that compliance with the rules would be phased-in over several

months.-[3]-  

     In order to allow market participants more time to adapt to

the Order Execution Rules and the National Association of

Securities Dealers' recently proposed amendments to its Small

Order Execution System, SelectNet, and other rules to accommodate

the Order Execution Rules, the Commission is hereby modifying the

effective dates and compliance dates as follows: (1) the

effective date for the Limit Order Display Rule and the

amendments to the Quote Rule adopted August 28, 1996, shall be

January 20, 1997, except that the effective date for the Quote

Rule definition of "subject security," 240.11Ac1-1(a)(25)(ii),

remains April 10, 1997; (2) each of the first three scheduled

phase-in dates for compliance with the Order Execution Rules are

being delayed one week, so that the first compliance date with

respect to exchange-traded securities and 50 Nasdaq stocks shall

be January 20, 1997, the phase-in date for an additional 100

Nasdaq 
---------FOOTNOTES----------
     -[3]-          See  Securities  Exchange  Act  Release  Nos.
                    37972 (November 22, 1996), and 38110 (January
                    2, 1997).
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securities shall be February 7, 1997, and the phase-in date for

an additional 850 Nasdaq securities shall be February 28, 1997. 

The remaining compliance dates for the Limit Order Display Rule

and the ECN Amendment remain unchanged.      

     For the Commission, by the Division of Market Regulation,

pursuant to delegated authority, 17 CFR 200.30(a)(62).






                         Jonathan G. Katz
                         Secretary


January 8, 1997