Massachusetts Financial Services Company

Investment Advisers Act of 1940
Release No. 2343 / January 21, 2005

Investment Company Act of 1940
Release No. 26724 / January 21, 2005

Admin. Proc. File No. 3-11450

In the Matter of MASSACHUSETTS FINANCIAL SERVICES COMPANY, Respondent.

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ORDER APPROVING A PLAN OF DISTRIBUTION

On September 22, 2004, the Commission published a "Notice of Proposed Plan for the Distribution of a Fair Fund and Opportunity for Comment" ("Notice") in connection with this proceeding pursuant to Rule 1103 of the Commission's Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103. This Notice advised interested parties that they could obtain a copy of a proposed plan of distribution of monies placed into a Fair Fund authorized by the Commission, pursuant to Section 308(a) of the Sarbanes Oxley Act of 2002 ("Distribution Plan"), by submitting a written request to Elaine C. Greenberg, Assistant District Administrator, Philadelphia District Office. The Notice also advised that all persons desiring to comment on the Distribution Plan could submit their views to the Commission, in writing, no later than October 22, 2004. The staff has received requests for copies of the Distribution Plan. The Commission, however, has not received any comments on the Distribution Plan.

Accordingly, IT IS HEREBY ORDERED, pursuant to Rule 1104 of the Commission's Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1104, that the Distribution Plan is approved.

By the Commission.