A#	5940
P&S #:	5510
DATE:	November 29, 2004
TO:	ALL PARTICIPANTS
ATTENTION:	MANAGING PARTNER/OFFICER,OPERATIONS PARTNER/OFFICER, COMPLIANCE OFFICER
FROM:	General Counsel's Office
SUBJECT:	AMENDMENT NO. 1 to RULE FILING SR-NSCC-2003-22 Modifications to the Rules and Procedures of National Securities Clearing Corporation

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National Securities Clearing Corporation ("NSCC") filed Amendment No. 1 to proposed rule change SR-NSCC-2003-22 with the Securities and Exchange Commission  ("SEC") on November 29, 2004 pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934. 

This amendment clarifies and makes technical changes to proposed rule change SR-NSCC-2003-22, which was submitted to the SEC on November 7, 2003 and was the subject of Important Notice A#5711, P&S#5281, dated November 7, 2003. 

The full text of the rule change as well as the above NSCC Important Notice may be obtained by visiting our web site 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 notice may be directed to Carol Jameson at (212) 855-3213.

Karen L. Saperstein
Managing Director and General Counsel

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