Integrated Bond Exchange, Inc.

5 Great Valley Parkway, Suite 248

Malvern, Pennsylvania 19355

July 27, 1998

Mr. Jonathan G. Katz


U.S. Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549

Subject: Comments Regarding Proposed Rules

Regulation of Exchanges and Alternative Trading Systems

Release No. 34-39884; File No. S7-12-98

Dear Mr. Katz:

The management and members of Integrated Bond Exchange, Inc.("IBEX") commend the U.S. Securities and Exchange Commission (the "Commission" or "Staff") for initiating a dialogue regarding the proposed rules and amendments outlined in its Release No. 34-39884 (the "Release"). We welcome the opportunity to provide comments to the Commission and share its objective of protecting investors, by promoting competition, innovation and equity in the U.S. securities markets.

The Release and its precursor, the 1997 Concept Release, reflect considerable effort on the part of the Staff to formulate an appropriate regulatory response to the technological innovations that are changing our nation’s securities markets at an unprecedented rate. On balance, we concur with the proposed rules and amendments and applaud the Staff for its insight and judicious response to the comments previously provided. We fear, however, the proposed regulations too narrowly focus on the equities markets and do not adequately address the lack of efficiency, transparency, equity and investor protection in the U.S. bond market—the largest securities market in the world.

We fully support the opinion of Congress that: "It is in the public interest and appropriate for the protection of investors and the maintenance of fair and orderly markets to assure the availability to brokers, dealers and investors of information with respect to quotations for and transactions in securities." In addition, that: "The linking of all markets for qualifying securities through communication and data processing facilities will foster efficiency, enhance competition, increase the information available to brokers, dealers and investors, facilitate the offsetting of investors orders, and contribute to best execution of such orders." As the largest single source of capital formation in our nation is through the sale of bonds, and the volume of secondary trading of those securities exceeds the combined volume of all stock and commodity transactions, we believe the Staff should also include bonds in the definition of "qualifying" securities, as outlined in the Exchange Act. Moreover, we encourage the Staff to take steps to extend to bond investors the same rights to information and protection currently available to investors in stock and other securities against insider-trading, front-running and other inequitable acts.

I. Background

In enacting the 1975 Securities Acts Amendments, Congress mandated the creation of a "national market system" ("NMS") for trading stocks, bonds and other securities—identifying the two paramount objectives in the development of that system to be: 1) the maintenance of stable and orderly markets with maximum capacity; and 2) the centralization of all buying and selling interest so that each investor has the opportunity for the best possible execution of his or her order, regardless of where the investor places the order. Since then, the Commission has overseen the effective development of the stock portion of the NMS, linking exchange and non-exchange markets for these securities into a cohesive cross-market network. Following the implementation of the Order Handling Rules last year, investors and all other participants can now view the entire stock market (including previously-closed "private markets") and buy or sell electronically, assured that they have done so at the best available price.

As no action has yet been taken to implement the bond portion of the NMS, however, trading of those securities has changed little since 1934. No bond exchange or publicly available market, where participants can view the currently available bids and offers and execute those orders without necessarily involving a dealer (another Congressional objective), has been developed for trading the vast majority of bonds. Instead, investors and other participants are forced to trade through a fragmented patchwork of private dealer-markets, which are largely non-transparent and discriminatory in their pricing.

Historically, the Commission has held that the primary responsibility for creating and maintaining organized, efficient and equitable securities markets rests with the broker-dealer participants in those markets. Yet, the dealers and inter-dealer brokers which operate the private markets which, in aggregate, constitute the current "bond market" have a compelling profit incentive to sustain the fragmented, non-public structure of that market for as long as possible, and to collectively discourage competition and attempts to provide more equitable trading mechanisms. It is unlikely, therefore, that these firms will voluntarily create an exchange or other facility which enables investors and the public to assess prompt and accurate trading information or to be assured that communications networks are not controlled or dominated by any particular market sector which restricts competition in its operation. 1 To establish a mechanism by which the trading of bonds could be integrated into the NMS, thereby enabling bond investors to receive the same rights and protections available to stock investors, Integrated Bond Exchange, Inc was formed by a group of broker-dealers and other market participants. It was determined that the most effective means of accomplishing that integration was to create a neutral, fully transparent exchange for the equitable trading of bonds listed on that exchange, among brokers, dealers and investors, and to register that facility as a national securities exchange. Accordingly, we initiated discussions with the Staff earlier this year to register IBEX, under Section 6 of the Exchange Act and, ideally, the proposed Rule 3b-12 outlined in the Release. To ensure that all transactions in bonds listed on IBEX (whether accomplished on IBEX or elsewhere) are executed at the best price available across the entire market, and to extend to bond market participants the same order-access and order-execution rights available to stock exchange and NASDAQ participants, we sought guidance from the Staff as to how the protections of the Order Handling Rules 2 could also be applied to orders for exchange-listed bonds. The Commission advised that bonds listed on IBEX, or other exchanges, must be included within the definition of "Reported Securities", under Section 11A of the Act, to facilitate the application of those Rules to orders for those securities. To include exchange-listed bonds within that definition, an "Effective Quotation and Reporting Plan" for reporting quotations and transactions applicable to those securities to Securities Information Processors, market participants and the public, must be submitted by a national securities exchange, or national securities association, and approved by the Staff. To initiate that process, IBEX will soon submit a draft Quotation and Reporting Plan for exchange-listed bonds to the Staff for discussion, pending the formal submission of that document upon the registration of IBEX as a national securities exchange. II. Discussion

1.) The Commission suggested that an Alternative Trading System ("ATS") with significant volume, which chooses to register as a broker-dealer—instead of as an exchange—should integrate its activities into the NMS, by linking with a registered market in order to disseminate the best priced orders displayed in their system (including institutional orders) into the public quote system.

We concur. Moreover, we suggest that all ATS’s which accommodate more than a de minimis level of transaction volume in a security, or category of debt securities, in the debt markets be required to integrate its activities into the NMS.

2.) The Commission believes it is critical to develop a regulatory framework that both accommodates traditional market structures and provides sufficient flexibility to ensure that new markets promote fairness, efficiency and transparency.

We agree. We also believe that it is critical to develop a regulatory framework that provides sufficient oversight to ensure that traditional market structures also promote competition, fairness, efficiency and transparency.

3.) The Commission believes that the regulatory approach proposed in the Release would be the most effective way to facilitate the goal of developing a regulatory framework that both accommodates traditional market structures and provides sufficient flexibility to ensure that new markets promote fairness, efficiency and transparency.

We agree, provided the proposed approach and all current regulations are uniformly applied to all U.S. securities markets, affording equal rights and protection to all market participants.

4.) The Commission requested comments on whether paragraph (a) of proposed Rule 3b-12 accurately captures the fundamental features of an exchange, as that term is commonly understood, and whether exclusions from the definition are appropriate.

We believe paragraph (a) of Rule 3b-12 accurately captures the fundamental features of a securities exchange, and the exclusions to the Rule outlined in the Release are appropriate. Moreover, we agree that exempting alternative trading systems that comply with Regulation ATS from the definition of "exchange" is appropriate.

5.) The Commission requested comments regarding its proposal to exempt ATS’s that trade solely government and other related securities from the proposed regulatory framework described in this release.

While the U.S. government securities market is more transparent than the nation's corporate and municipal bond markets, government bond investors and other participants cannot view the best available orders across the entire market or execute at the assured best price. Indeed, many of the rights and protections available to stock market participants are not correspondingly available to investors in securities issued by our government. Exempting ATS’s that trade solely government, or any other significant category of securities, from the proposed regulatory framework (or any other initiative intended to integrate securities markets into the NMS) is inconsistent with the spirit and letter of the Congressional objective outlined in the 1975 Securities Acts Amendments and the related Senate Report No. 94-75.

6.) The Commission also requested comments on whether ATS’s that exclusively trade securities with special characteristics should be exempt from Regulation ATS.

If an ATS is the only market for an esoteric security, with relatively nominal aggregate transaction volume, and otherwise functions as a transparent market that equitably grants access to all credit-worthy participants, it could be excluded from the scope of Regulation ATS without material adverse affect.

7.) The Commission requested comments on whether: 1) the ATS notice and reporting requirements outlined in the Release would be inappropriately burdensome to ATS’s; 2) the frequency of such reporting was appropriate; 3) electronic filing of those reports should be permitted; and 4) those reports should remain confidential.

We believe: 1) the outlined reporting requirements are not inappropriately burdensome upon ATS’s and are consistent with the current reporting requirements applicable to such systems, pursuant to Rule 17a-23 (with which InterVest Financial Services, Inc., an affiliate of IBEX, currently complies); 2) the frequency of such reports is adequate; 3) prompt reporting will be encouraged through the acceptance of electronic filings, and should therefore be permitted, particularly in light of the electronic architecture and operation of ATS’s; and 4) that, consistent with the Form S-1’s and other information reported to the Staff by public corporations, the public availability of information regarding the operations of ATS’s will tend to encourage confidence among the investors they serve (conversely, confidential treatment of such information may engender concerns regarding the continued existence of "hidden markets").

8.) The Commission indicated that, "Recent evidence suggests that the failure of the current regulatory approach to fully integrate trading on alternative trading systems into NMS mechanisms has impaired the quality and pricing efficiency of secondary equity markets…".

We agree. Moreover, the failure of the current regulatory approach to integrate trading in the private dealer-markets, which collectively constitute the U.S. corporate, municipal and government bond markets, into NMS mechanisms has significantly impaired the quality and pricing of the secondary fixed income markets.

9.) The Commission found that, "… because market makers could trade with other market professionals through non-public alternative trading systems, they did not have a sufficient economic incentive to adjust their public quotations to reflect more competitive prices."

We submit that the unimpaired ability of market makers to trade with other market professionals in the fixed income markets, through the current non-public structure of that market, and to negotiate with investors, and other market "outsiders" without publicly disclosing the pricing levels of their current orders or the results of their transactions, does not provide a sufficient economic incentive to those market "insiders" to adjust their customer quotations to reflect more competitive prices.

10.) The Commission also determined that, "Ultimately, the wider spreads quoted publicly by market makers: 1) increased the transaction costs paid by public customers; 2) impaired the ability of some institutional investors to obtain favorable prices in some securities; and 3) placed institutions at a potential disadvantage in price negotiations".

We believe that, to an even greater degree, the wider spreads quoted by market makers in the fixed income markets: 1) significantly increases the transaction costs paid by investors 3 ; 2) impairs the ability of investors, and many broker-dealers, to obtain favorable prices in fixed income securities transactions; and 3) places those market participants at a potential disadvantage in price negotiations. 11.) The goals enunciated by the Commission over twenty-five years ago noted that an essential purpose of a national market system is "…to make information on prices, volume, and quotes for securities in all markets available to all investors, so that buyers and sellers of securities, wherever located, can make informed investment decisions and not pay more than the lowest price at which someone is willing to sell, and not sell for less than the highest price a buyer is prepared to offer. 4

We fully endorse the Commission’s goals and encourage the Staff to apply to the bond market the same regulatory structure it used to develop the U.S. stock market into the most efficient and equitable securities market in the world. We also ask that the Commission support the efforts of IBEX and other market participants to organize a bond market structure that: 1) integrates the trading of fixed income securities into the NMS; 2) facilitates access by all investors to bond prices, volume, and quotes in all markets; and 3) enables all bond market participants to make informed investment decisions and buy and sell at the assured best price.

12.) The Commission indicated that, "…it believes that it may be inconsistent with Congressional goals for a NMS that the best trading opportunities are made accessible only to those customers who, due to their size or sophistication, can avail themselves of prices in alternative trading systems not currently available in the public quotation system" and notes that "the vast majority of investors may not be aware that better prices are disseminated to alternative trading system subscribers and many do not qualify for direct access to these systems and do not have the ability to route their orders, directly or indirectly, to such systems. As a result, many customers, both institutional and retail, do not always obtain the benefit of better available prices…"

The same inequitable structure exists, on a larger scale, in the fixed income market, which is comprised of a fragmented assortment of private dealer-markets, which deny direct access to the vast majority of investors.

13.) To further integrate ATS quotes (priced orders) into the NMS, the Commission proposes to require ATS’s to disseminate in the public quotation system the best priced orders in a covered security (which would include all exchange-listed securities) in which, during at least four of the last six months, it traded more than ten percent of the aggregated average daily share volume for such security.

We agree that such a requirement would make stock quotation information more complete and enhance the transparency of the equity market, but would have little effect upon the fixed income market, where no public quotation system exists for those securities and no mechanism has been developed to integrate trading of those securities into the NMS.

14.) The Commission requested comments on whether the volume threshold of ten percent of the aggregated average daily volume for the applicable security, during at least four of the last six months, would effectively ensure that ATS’s comprising a significant percentage of the market are subject to basic market transparency requirements.

We assert that a threshold of ten percent is too high. For example, the average daily volume of transactions in the secondary corporate bond market exceeds $50 billion dollars, which would enable an ATS that accommodated up to $5 billion dollars of daily corporate bond transactions to avoid compliance with Regulation ATS. To maximize market transparency, we believe all ATS’s that accommodate more than de minimis levels 5 of trading volume in a particular security, or category of debt securities, should be required to comply. 15.) The Commission requested comments on whether an ATS should be required to display the best priced orders in all securities traded in its system, if it reaches the volume threshold in a specified number or percentage of securities it trades.

Yes, if the threshold were lowered to encompass all ATS’s that accommodated more than de minimis levels of trading volume in a stock, or category of debt securities. As a result, most trading systems would be required to publicly disseminate virtually all orders for equity and fixed income securities—thus maximizing market transparency.

16.) The Commission is proposing only to require ATS’s to publicly display subscribers’ orders that are displayed to more than one other system subscriber—and not required to provide to the public quote stream orders displayed to only one other ATS subscriber such as through a negotiation feature. The Commission requested comments on whether ATS’s should be required to display the full size of the best priced order, even if the full size is hidden from the ATS’s subscribers through the use of a "reserve size" or similar feature.

While an ATS subscriber can use multiple orders and other means of avoiding adverse market impact, the ability to negotiate a larger transaction with a single counter-party, through a "reserve size" or similar feature, is of considerable value. Therefore, allowing ATS’s to not immediately report the full size of reserve size orders would encourage liquidity, without materially diminishing the transparency or integrity of the market provided: 1) the initial increment of the order is publicly displayed; 2) any market participant that executed the initial increment was also eligible to execute the reserve increment(s) of the order; and 3) the full size and price of each increment of the transaction is immediately reported, as executed, to the public quote system.

17.) The Commission requested comments on whether ATS’s should be required to display the best-priced institutional orders or if it would be more appropriate to adopt an alternative to Rule 301(b)(3) that would permit, but not require, the public display of the best-priced institutional orders displayed in a high volume ATS.

A fully transparent, non-fragmented market can only result through the timely display of all material orders existing in the entire market, including institutional orders. Therefore, ATS’s that accommodate more than insignificant levels of trading volume in a stock, or category of bonds, should be required to display all best-priced orders, including institutional orders, to the public quote system.

18.) The Commission requested comments on the most efficient method of integrating an ATS’s orders into the quotation system of a national securities exchange or national securities association.

ATS’s are generally designed to: 1) accommodate on-line, real-time interaction with and between its subscribers; 2) continuously update all subscribers regarding currently available orders; and 3) enable subscribers to easily execute any available order electronically. As a group, ATS’s are particularly well suited to accommodate electronic reporting and execution of orders through dynamic links to the applicable exchange and/or national securities association systems. As virtually all ATS’s can successfully interact with most industry-standard platforms used by their subscribers, including internet-based TCP/IP protocols. At a minimum, those ATS’s could treat the applicable exchange, or other NMS hub as a high-volume "subscriber", to accommodate integration into the NMS..

19.) The Commission believes that simply requiring ATS’s to display order prices in the public quotation system would not go far enough to facilitate the best execution of customer orders without a mechanism to also facilitate execution of those orders by non-subscriber broker-dealers, and their customers. Accordingly, the Commission is proposing that ATS’s afford all non-subscriber broker-dealers equivalent access to orders displayed in the public quote system, similar to the manner in which ECN’s currently comply with the ECN Display Alternative under the Quote Rule.

We fully agree.

20.) The Commission believes that ATS’s should allow non-subscribing broker-dealers to execute against the best priced order to the same extent as would be possible had that price been reflected in the public quote by a national securities exchange or national securities association. In addition, an ATS should respond to orders entered by non-participants no slower than it responds to orders entered directly by subscribers—and in order to comply with this equivalent execution access requirement, the publicly displayed ATS orders would need to be subject to automatic execution through small order execution systems operated by an SRO to which an ATS is linked.

Again, we fully agree.

21.) The Commission requested comments on whether the proposal to require ATS’s to provide equivalent access to displayed orders is appropriate and whether there are any reasons that non-participants of ATSs should not be able to access such orders.

We believe the proposal is appropriate and cannot suggest any legitimate reason why any credit-worthy market participant, that has not historically demonstrated bad faith dealings, should be denied access to such orders.

22.) The Commission asked: 1) if there a feasible way to allow market-wide order interaction without linkage to SRO order execution systems?; and 2) is there a feasible way to grant equivalent non-subscriber access to institutions that are not broker-dealers?

We submit that: 1) until a single cross-market NMS "nexus port" is established, the most efficient mechanism available to integrate the disparate market centers into the NMS is through dynamic links to the applicable SRO order execution systems; and 2) the most feasible way to accommodate equivalent non-subscriber access to institutional and retail investor access is through sponsorship by broker-dealers, facilitating access through that firm’s order-routing system or, where appropriate, direct links between the investor’s LAN and the applicable SRO system.

23.) The Commission agrees with those commenters that suggested that ATS fee schedules should not be used to circumvent the ability of non-participants to access a system’s publicly displayed orders.

We also agree.

24.) Under proposed Rule 301(b)(4), the Commission would limit the highest fee an ATS would be permitted to charge non-subscribers to the lesser of the fee charged by that ATS to a substantial portion of its existing broker-dealer subscribers or the fee permitted under the rules of the applicable national securities exchange or national securities association.

We believe the fees charged by an ATS to non-subscriber broker-dealers should not be greater than those typically charged to its subscribing broker-dealers. We do not believe, however, that the national securities exchange or national securities association to which that ATS displays its orders should be empowered to dictate a fee schedule to the ATS that results in reverse-discrimination—where the fees charged to non-subscribers are lower than those charged to subscribers.

25.) The Commission requested comments on whether fees should be included in the price of an order quoted to the public.

In a fully transparent market, investors can determine not only the best price at which to execute a transaction, but also the most cost-effective means of participating in that market, by comparing the services provided and commissions/fees charged by competing brokers-dealers. Including fees in the price quoted to the public would unnecessarily complicate the investment process, and may distort investor comparisons between subscribing and non-subscribing broker-dealers. Moreover, we know of no compelling reason to include ATS fees in the price of an order quoted to the public.

26.) The proposed amendment (under Rule 11Ac1-1 under the Exchange Act) to the Quote Rule is intended to expand the ECN Display Alternative to allow ATS’s that display orders and provide equal execution access to those orders under Rule 301(b)(3) of proposed Regulation ATS to fulfill market makers’ and specialists’ obligations under the Quote Rule.

We support the proposed amendment, and other regulations that facilitate the practical integration of securities markets into the NMS.

27.) The Commission agrees with commenters who recommended that ATS’s provide fair access to subscribers if such systems attain a significant proportion of trading in a security. The Commission is proposing that an ATS subject to Regulation ATS comply with fair access requirements if, during at least four of the preceding six months, the ATS accounted for more than 20% of the average daily share volume in any equity security or category of debt. The Commission requested comment on whether the 20% threshold is appropriate, or whether the volume threshold should be higher or lower than 20%.

We know of no legitimate reason for an ATS to deny access to a credit-worthy broker-dealer that has no history of bad faith dealings. As to the 20% threshold, we submit a threshold of 10% would be more appropriate.

28.) For debt securities, the Commission proposes that if an ATS accounts for more than 20% of the volume in any category of debt security, the ATS would be subject to the fair access requirements with respect to that category. The Commission would like comments on categories such as mortgage and asset-backed securities (private label issues only), municipal securities, corporate debt securities, foreign corporate debt securities, and sovereign debt securities.

As noted above, we suggest that a 10% threshold is more appropriate. Alternatively, we encourage the Staff to consider dividing the debt securities categories into investment-grade and non-investment-grade sub-categories.

29.) The Commission requested comments on the best sources of data for the volume of a particular debt category.

As a national securities exchange for bonds has yet to be registered, no regulated data collection/dissemination vehicle exists. As NSCC, GSCC, CBOTCC and other registered clearing corporations collectively facilitate the clearance and settlement of the majority of the fixed income transactions executed each day, data reported by those firms to a single database should provide a means of establishing relative levels of trading volume, by category of security. Also, until 1994, the Securities Industry Association reported the average daily trading volume of corporate and other bonds, by month. Perhaps that data collection mechanism could be reactivated, until trading of debt securities can be integrated into the national market system.

30.) The Commission seeks comments regarding appropriate reasons for denying market participants access to an ATS.

As noted earlier, we believe access should only be denied to applicants who have either failed to meet reasonable capital or credit requirements or have demonstrated a pattern of bad faith dealing in the past.

31.) The Commission requested comments on whether persons denied access to an ATS should have the right to appeal this action to the Commission, the form the appeal should take, and the appropriate standard for Commission review.

We agree that persons denied access to an ATS should have the right to appeal that action, but believe the appeal process should begin at the SRO level. Should the applicable SRO fail to resolve the dispute, the plaintiff could subsequently appeal to the Commission.

32.) The Commission proposes to allow non-membership, for-profit alternative trading systems that choose to register as exchanges some flexibility in satisfying the "fair representation" requirement in the Exchange Act. It requests comments regarding application of the fair representation requirement to alternative trading systems that choose to register as exchanges.

As outlined to the Staff, IBEX intends to satisfy the "fair representation" requirement in the Exchange Act through the election of a nine-person Board of Governors, elected by a majority vote of all IBEX members. The board will be comprised of four broker-dealer representatives, four non-industry representatives and a Chairperson elected by those representatives. The IBEX constitution and rules, membership requirements, penalties, dispute-resolution procedures, etc., will be established and maintained by the Board of Governors, and it will provide all other non-commercial governance required for the equitable operation of the exchange.

33.) The Commission believes that exchange membership should continue to be limited to registered broker-dealers and persons associated with registered broker-dealers in accordance with Section 6(c)(1) of the Exchange Act 6 . The Commission, however, is soliciting comments as to whether institutions should be permitted to be members of a registered exchange. For the reasons stated in the Release, we agree that exchange membership should be limited to registered broker-dealers. Through the sponsorship of discount or full-service broker-dealer members, however, institutional and individual investors should granted full and equitable exchange access.34.) The securities industry and the general public need access to exchanges to ensure the best execution of orders and view exchanges as venues for trading that are open to all qualified persons. We fully agree.35.) To further emphasize the goal of vigorous competition, Congress required the Commission to consider the competitive effects of exchanges rules, as well as the Commission’s own rules. The Commission proposes to require all ATS’s registered as exchanges to comply with these requirements of the Exchange Act. We are prepared to comply with all applicable requirements.36.) The Commission would expect any ATS that registers as an exchange to comply with the policies and procedures outlined by the Commission in its policy statements concerning the automation review program, including cooperation with any reviews conducted by the Commission. We intend to comply with all applicable policies and procedures outlined by the Commission, including reviews conducted by the Commission pursuant to the ARP. 37.) Any alternative trading system that elects to register as a national securities exchange would also be expected to become a participant in the market-wide transaction and quotation-reporting plans currently operated by registered exchanges and the NASD. While national securities exchanges are required to participate in an effective quote and transaction-reporting plan, the specific plans are not mandated. Accordingly, if the CTA and the CQS plans’ terms are not compatible with the structure of alternative trading systems that register as exchanges, new plans could be formed to satisfy this requirement. Following the registration of IBEX as a national securities exchange, we intend to participate in all applicable transaction and quotation-reporting plans currently operated by registered exchanges and the NASD. As no quotation and transaction reporting plan for fixed income securities currently exists, however, and the CTA and CQS plans’ terms do not apply to fixed income securities, we are preparing a new plan for submission to the Commission to satisfy this requirement. 38.) In addition to requiring participation by newly registered exchanges in all of the applicable quote and transaction reporting plans existing today, the Commission would expect newly registered exchanges to also participate in ITS, or an equivalent system if one where developed. ITS provides trading links between market centers and enables a broker or dealer who participates in one market to execute orders, as principal or agent, in an ITS security at another market center, through the system. We enthusiastically support the objectives of ITS, and will participate in it and all other applicable plans, as appropriate. 39.) In addition to participation in NMS mechanisms, ATS’s that register as exchanges would be required to: 1) comply with any Commission-instituted trading halt relating to securities traded on or through its facilities; 2) potentially adopt trading halt rules to comply with certain Commission rules; and 3) impose trading halts for individual securities, for classes of securities, and for their system as a whole under the appropriate circumstances. We intend to fully comply with those requirements.* * * * * * * * * * * * * *We thank the Staff again for the opportunity to comment on the proposed rules and amendments outlined in the Release. We would be pleased to discuss our views at your convenience. Please contact the undersigned at (800) 682-2749 or via E-mail at Sincerely,
Larry E. Fondren,
Integrated Bond Exchange, Inc.


-[1]- See Senate Report 94-75, Securities Acts Amendments of 1975, Report of the Committee on Banking, Housing and Urban Affairs to accompany S.249, page 9.

-[2]- See Quote Rule (Rule 11Ac1-1), Display Rule (Rule 11Ac1-4) and ECN Alternative Rule (Rule 11Ac1-5), which collectively require broker-dealers which execute more than de minimis number of transactions in a listed security, to display their best-priced orders for that security to the exchange or national securities association system on which it is listed, and to accommodate execution of those orders by participants in those markets.

-[3]- Preliminary analysis of bond market transaction-data currently being independently studied by Purdue University and Notre Dame University academics, indicates that over $40 billion dollars in excess transaction costs were incurred by institutional investors in the corporate bond market in calendar years 1995 through 1997.


-[5]- See SEC 17CFR Part 240 (Release No. 34-37619A; File No. S7-30-95) RIN3235-AG66; Order Execution Obligations, Final Rulesó"The proposed Quote Rule amendments also would require OTC market makers and specialists that account for more than 1% of the volume in any listed security to publish their quotations for that security ("Mandatory Quote Rule"). Further, "The Display rule adopted today requires OTC market makers and specialists to display the price and full size of customer limit orders when these orders represent buying and selling interest that is at a better price than a specialist's or OTC market makerís public quote. OTC market makers and specialists also must increase the size of the quote for a particular security to reflect a limit order of greater than de minimis size when the limit order is priced equal to the specialistís or OTC market maker's disseminated quote and that quote is equal to the national best bid or offer."

-[6]- Section 6(b)(2) and 6(c) of the Exchange Act, 15 U.S.C. 78f(b)(2) and (c); Section 15A(b)(8) of the Exchange Act, 15 U.S.C.78o-3(b)(8). "Restraints on membership cannot be justified as achieving a valid regulatory purpose and, therefore, constitute an unnecessary burden on competition and impediment to the development of a national market system." H.R. Rep. No. 123, 94 th Cong., 1 st Sess. 53 (1975).