[Investment Company Institute letterhead]

March 17, 2004

Mr. Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Re: Request to Testify at Regulation NMS Hearings (File No. S7-10-04)

Dear Mr. Katz:

The Investment Company Institute would like to request the opportunity to testify at the upcoming hearings to be held by the Securities and Exchange Commission regarding market structure issues and, in particular, proposed Regulation NMS.

The Institute strongly supports the Commission's decision to hold hearings in order to further examine the issues raised by proposed Regulation NMS including, most significantly, issues relating to the Commission's trade-through proposal and market access proposal. This represents a unique opportunity for the Commission to carefully analyze how best to further the objectives of a national market system that are so critical for investors (i.e., efficiency, competition, price transparency, and the direct interaction of investor orders).

While we would prefer to testify at the April 21 hearing to be held in New York, we would welcome the opportunity to testify at either hearing and offer our assistance in any other way that may be useful to the Commission as it continues its examination of these issues. If you have any questions, please do not hesitate to call me at 202-371-5408.


Ari Burstein
Associate Counsel

cc: Annette L. Nazareth, Director
Robert L.D. Colby, Deputy Director
Division of Market Regulation