MEMORANDUM

October 31, 2003

TO:	Files
FROM:	Luis de la Torre Counsel to Commissioner Goldschmid
RE:	Amendment No. 3 to the Proposed Rule Change by the Boston Stock Exchange, Inc. Establishing Trading Rules for the Boston Options Exchange Facility, Release No. 34-48355, File No. SR-BSE-2002-15

On August 22, 2003, Wayne Pestone and Neal E. Sullivan of Bingham McCutchen, representing the Boston Stock Exchange, met with Luis de la Torre, counsel to Commissioner Harvey J. Goldschmid. Messrs. Pestone and Sullivan generally described the features of the Boston Stock Exchange's proposed new electronic options trading facility, which are set forth in Notice of Filing of Amendment No. 3 to the Proposed Rule Change by the Boston Stock Exchange, Inc. Establishing Trading Rules for the Boston Options Exchange Facility, SEC Release No. 34-48355, File No. SR-BSE-2002-15 (Aug. 15, 2003).