From: Mitchell Feuer [mitchell.feuer@rfgdc.com]
Sent: Friday, March 26, 2004 4:21 PM
To: 'rule-comments@sec.gov'
Cc: Sapna Patel (E-mail)
Subject: S7-10-04 - Request to Testify:

Summary of intended testimony

On behalf of the Philadelphia Stock Exchange, I would like to provide a summary
of the testimony that the Phlx expects it would provide at the April 21 hearing
on Regulation NMS.  The Phlx would be represented by its chief executive, Meyer
"Sandy" Frucher.

Mr. Frucher's testimony would focus on the proposed formula for allocating
market data revenues and on the proposed amendments to the trade through rule.
On market data, the Phlx would argue that it is not appropriate to use market
data revenues to "reward" exchanges for features such as eligibility for
automatic execution or degree of price improvement.  Phlx would argue instead
that market data revenues are just one of several sources of funding for
exchange functions, and that they should not be used to advance particular
policy goals.  Instead, the marketplace can be relied upon to reward exchanges
for price improvement and provision of functionality desired by market
participants.

On the trade through rule, Mr. Frucher would likely focus on the proposed
exceptions to the rule, to allow automated markets to trade through manual
markets and to allow customers to opt out on an order-by-order basis.  Phlx
would offer its views on the appropriate standards for evaluating whether a
market is "automated," as well as the operational requirements necessary to
accommodate an order-by-order opt out.

Please forward any questions regarding this request to testify or the summary of
intended testimony to:

Mitchell Feuer
Rich Feuer Group
1133 Connecticut Ave., NW
Fifth Floor
Washington, DC  20036

(202) 429-6881
fax (202) 457-1130
mobile (202) 277-1077