A 5521 
P&S 5091
December 10, 2002 

TO: ALL PARTICIPANTS

ATTENTION: MANAGING PARTNER / OFFICER; OPERATIONS PARTNER / OFFICER

SUBJECT: RULE CHANGE

National Securities Clearing Corporation (“NSCC”) filed a rule change with the Securities and Exchange Commission (“SEC”) on December 4, 2002, pursuant to Section 19(b)(3)(a) of the Securities Exchange Act of 1934.  This rule change consists of technical corrections to filing SR-NSCC-2002-06 regarding Rules 48 (Disciplinary Proceedings) and 45 (Notices).

The full text of this rule change (SR-NSCC-2002-14) may be obtained by visiting NSCC’s website at www.nscc.com.  Written comments on the proposed rule filing may be addressed to Lisa T. Siebold, Assistant Secretary, National Securities Clearing Corporation, 55 Water Street, New York, New York 10041, and your comments will be forwarded to the SEC.  You may also address your written comments to the Secretary of the Commission, Securities and Exchange Commission, 450 Fifth Street NW, Washington, D.C. 20549.  We request that you provide NSCC with a copy of your comments.

Questions regarding this filing can be directed to Lisa T. Siebold, Assistant Secretary, at (212) 855-3206.                                         

Karen L. Saperstein
                                                Managing Director