uspension. Upon the restoration to trading of ny security suspended under this rule, the exhange shall notify the Commission promptly of he effective date thereof.

(3) Suspension of trading shall not terminate he registration of any security.

: (b) (1) An application by an issuer or an exhange to withdraw or strike a security from listng and registration pursuant to section 12 (d) hall be made in accordance with the following equirements:

(A) The application shall be made in triplicate, hall be signed and sworn to by an officer of the pplicant authorized to do so, and shall set forth he source of the authority of such officer. If the pplicant is the issuer it shall forward promptly copy of the application to the exchange and if he applicant is the exchange it shall forward romptly a copy of the application to the issuer. (B) The application shall cite the paragraph esignation of each provision of the constitution, ylaws or rules of the exchange, if any, which retes to such a withdrawal or striking, and shall t forth the steps taken by the applicant to tisfy the requirements of such provisions.

(C) The application shall state the reasons for ich proposed withdrawal or striking, together ith all material facts relating thereto and such cts as in the opinion of the applicant have a bearg on whether the Commission should impose any rms for the protection of investors.

(2) If the application is made by the issuer, ch issuer, if so directed by the Commission, shall omptly send notice of such application to all Lown holders of the security which is the subject the application. Such notice shall state the ne and place of hearing on the application and all advise such security holders of their right to esent their views by appearing at such hearing writing the Commission on the subject of what ms, if any, should be imposed for the protection investors in granting the application. (3) The application may state that the appliit pursuant to this rule offers the application evidence at any hearing on such application. such an offer is made, the application shall be eived in evidence at the hearing as proof in pport of the allegations therein without the cessity of the applicant appearing and introcing further evidence, unless

(A) Counsel for the Commission objects; or (B) A holder of the security which is the subject of the application, the issuer or the exchange involved, or any other person having a bona fide interest in such proceeding appears and objects.

(4) If counsel for the Commission intends to object to the admission in evidence of the application or in advance of the hearing date is apprised of the intention of any person having a bona fide interest in the proceeding to appear in opposition to the application, he shall promptly advise the applicant thereof. If such objection or opposition is first made at such time that seasonable notice thereof cannot be given to the applicant, and the applicant does not appear, the hearing shall be continued to permit the applicant to appear and support its application at the adjourned date thereof. Unless the Commission otherwise directs, the application shall be dismissed if the applicant fails to appear and support its application after it has been notified by counsel for the Com mission of such objection or opposition.

(c) If within 30 days after the publication of any rule or regulation which substantially alters or adds to the obligations, or detracts from the rights, of an issuer of a security registered pursu ant to application under section 12 (b) or (c), or of its officers, directors, or security holders, or of persons soliciting or giving any proxy or consent or authorization with respect to such security, the issuer shall file with the Commission a request that such registration shall expire and shall accompany such request with a written explanation of the reasons why the publication of such rule or regulation leads the issuer to make such request, such registration shall expire immediately upon receipt of such request or immediately before such rule or regulation becomes effective, whichever date is later. The absence of an express reservation, in an application for registration, of the rights herein granted shall not be deemed a waiver thereof.

(d) A security may be stricken from listing and registration by a national securities exchange if— (1) Trading in such security has been terminated pursuant to a rule of such exchange requiring such termination whenever a security is admitted to trading on another exchange; and

(2) Listing and registration of such security has become effective on such other exchange.

The exchange upon which such security has been so stricken shall notify the Commission of its action within 3 days from the date thereof.

Rule 12d2-2. Removal From Listing and Registration of Matured, Redeemed, or Retired Securities.

(a) Within a reasonable time after a national securities exchange knows or is reliably informed that any of the following conditions exist with respect to a security listed and registered thereon, the exchange shall file with the Commission a notification on Form 25 of its intention to remove such security from listing and registration:

(1) The entire class of the security has been called for redemption, maturity or retirement; appropriate notice thereof has been given; funds sufficient for the payment of all such securities have been deposited with an agency authorized to make such payments; and such funds have been made available to security holders.

(2) The entire class of the security has been redeemed or paid at maturity or retirement.

(3) The instruments representing the securities comprising the entire class have come to evidence, by operation of law or otherwise, other securities in substitution therefor and represent no other right, except, if such be the fact, the right

to receive an immediate cash payment (the rig of dissenters to receive the appraised or fair n of their holdings shall not prevent the applia tion of this provision).

(4) All rights pertaining to the entire clas the security have been extinguished: Provide however, That where such an event occurs as the result of an order of a court or other gover mental authority, the order shall be final, all plicable appeals periods shall have expired, no appeals shall be pending.

Effective date of removal.-If the conditi of this rule are complied with, removal of security from listing and registration pursu to a notification on Form 25 shall become effect at the opening of business on such date & exchange shall specify in said form: Provide however, That such date shall be not less than ser days following the date on which said form mailed to the Commission for filing: And vided further, That in the event removal is be effected under paragraph (a) (3) of this r and the exchange has admitted or intends to adr a successor security to trading under the ter porary exemption provided for by Rule 1such date shall not be earlier than the date which the successor security is removed from exempt status. TRADING

(5) Any other information which is deen pertinent to the question of whether the conti tion or extension of unlisted trading privileg such security is necessary or appropriate public interest or for the protection of invest Rule 12f-2. Changes in Securities Admitted

Unlisted Trading Privileges.

(a) (1) Whenever any change occurs with spect to a security admitted to unlisted tra privileges on a national securities exchange also listed and registered on any other nat securities exchange, such security shall be dece to be the security theretofore admitted to listed trading privileges if, notwithstanding change, a new application for registration suant to Regulations 12B and 12D1 is not re

in order that such security may continue to listed and registered on such other national ties exchange.

(a) (2) Unless the changes enumerated in ause (A), (B) or (C) hereof are accompanied y a major change in the capitalization of the iser, as defined in subparagraph (a) (3) hereof, security admitted to unlisted trading privileges na national securities exchange and not listed. nd registered on any other national securities xchange shall be deemed to be the security thereofore admitted to such unlisted trading priviges on such exchange although changed in one r more of the following respects:

(A) Title of such security or the name of the suer;

(B) The maturity, interest rate and/or outanding aggregate principal amount of an issue f bonds, debentures or notes;

(C) The par value, dividend rate, number of hares authorized and/or the outstanding numer of shares of a stock.

Whenever any change enumerated in clause A), (B) or (C) occurs with respect to a security dmitted to unlisted trading privileges on a naonal securities exchange and not listed or regisered on any other national securities exchange, he exchange shall notify the Commission of such mange by filing Form 27 with the Commission romptly after learning thereof unless an appliation is filed by such exchange pursuant to pararaph (b) of this rule.

(a) (3) A major change in the capitalization f the issuer shall be deemed to have occurred for urposes of this paragraph (a) if, by reason of me or more mergers, consolidations, acquisitions f assets or securities, or similar transactions (not ncluding a sale of securities for cash, a stock ividend, or a stock split), the number of outCanding shares of stock of the issuer has been inreased by more than 100% within any 12 consecuve calendar months.

(b) Whenever any change occurs with respect o a security admitted to unlisted trading priviges and, after such change, such security is not eemed to be the same security under the provions of paragraph (a) of this rule, such security hall nevertheless be deemed to be the security heretofore admitted to unlisted trading priviges on such exchange if the Commission shall ave determined, upon application by such exhange, that the security after such change is ubstantially equivalent to the security thereto

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fore admitted to unlisted trading privileges. An application filed under this paragraph shall be executed by a duly authorized officer of the exchange and shall contain the following information.

(1) Name of issuer and title of security; and (2) A brief but comprehensive description of each change proposed to be effected in such security, together with a copy of all written matter submitted to security holders relating to each such change.

Rule 12f-3. Termination or Suspension of Unlisted Trading Privileges.

(a) The issuer of any security for which unlisted trading privileges on any exchange have been continued or extended, or any broker or dealer who makes or creates a market for such security, or any other person having a bona fide interest in the question of termination or suspension of such unlisted trading privileges, may make application to the Commission for the termination or suspension of such unlisted trading privileges. One duly executed copy of such application shall be filed, and it shall contain the following information:

(1) Name and address of applicant;

(2) A brief statement of the applicant's interest in the question of termination or suspension of such unlisted trading privileges;

(3) Title of security;

(4) Name of issuer;

(5) Amount of such security issued and outstanding (number of shares of stock or principal amount of bonds), stating source of information;

(6) Annual volume of public trading in such security (number of shares of stock or principal amount of bonds) on such exchange for each of the three calendar years immediately preceding the date of such application, and monthly volume of trading in such security for each of the twelve calendar months immediately preceding the date of such application;

(7) Price range on such exchange for each of the twelve calendar months immediately preceding the date of such application; and

(8) A brief statement of the information in the applicant's possession, and the sources thereof, with respect to (a) the extent of public distribution of such security in the vicinity of such ex

change and the geographical area which is deemed to constitute such vicinity, (b) the extent of public trading in such security on such exchange, and (c) the character of trading in such security on such exchange.

(b) Unlisted trading privileges in any security on any national securities exchange may be suspended or terminated by such exchange in accordance with its rules. Such exchange shall promptly file Form 28 to notify the Commission of any such suspension or termination.

Rule 12f-4. Exemption of Securities Admitted to Unlisted Trading Privileges From Sections 13, 14, and 16.

(a) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f), the issuer of which has no security registered as a listed security on such exchange, shall be exempt from the operation of section 13 with respect to the filing of information, documents, and reports by the issuer thereof with such exchange, and, unless the issuer also has a security registered as a listed security on any other national securities exchange, with respect to such filing with the Commission.

(b) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f) shall be exempt from the operation of section 14 unless such security is also registered as a listed security on any other national securities exchange.

(c) (1) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f) (1) or (3), the issuer of which has no equity security registered as a listed security on any national securities exchange, shall be exempt from the operation of section 16.

(2) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f) (1) or (3), the issuer of which has an equity security registered as a listed security on any national securities exchange, shall be exempt from the operation of section 16 insofar as the provisions of that section would otherwise apply to any person who is directly or indirectly the beneficial

owner of more than 10 percent of such unliste security: Provided, That such person is neither director or officer of the issuer thereof nor dire or indirectly the beneficial owner of more than 1 percent of any class of any equity security ofs: issuer which is registered as a listed security.

Rule 12f-5. Differentiation on Ticker Betwee Transactions in Listed and Unlisted S curities.

Every national securities exchange and e person directly or indirectly controlled by exchange, in the publication or making availa for publication by ticker of quotations or tr actions in securities made or effected upon s exchange, shall differentiate between quotat or transactions in listed securities and quotati or transactions in securities for which unse trading privileges on such exchange have beer ar tinued or extended, by either adding the lett "L" to the report of each quotation or transact in such listed securities, or by adding the "U" to the report of each quotation or transact in such securities for which unlisted trading pr leges have been continued or extended on S exchange.

Rule 12f-6. Continuance of Unlisted Tradi

Privileges on Merged Exchanges.

(a) Subject to section 12 (f), as amended. the rules and regulations thereunder, a nati securities exchange which has absorbed an exchange may, without further order of the C mission, continue unlisted trading privileges in any security which was admitted to such pr leges on the absorbed exchange pursuant to c (1) of section 12 (f), and (2) in any sec which was admitted to such privileges on the sorbed exchange pursuant to clause (2) or of section 12 (f) if the vicinity of the survi exchange includes the vicinity of the abse exchange.

(b) For the purpose of this rule the vi of the surviving exchange shall include the ity of an absorbed exchange if the vic of the absorbed and surviving exchanges located within a single geographic division joining geographic divisions of the United St as classified by the United States Bureau of Census.