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Page 1 of 5 SECURITIES AND EXCHANGE COMMISSION File No. SR - 2006 - 01 WASHINGTON, D.C. 20549 Form 19b-4 Amendment No. 2

Proposed Rule Change by Boston Stock Exchange

Pursuant to Rule 19b-4 under the Securities Exchange Act of 1934

Initial Amendment Withdrawal Section 19(b)(2) Section 19(b)(3)(A) Section 19(b)(3)(B)

Rule

Extension of Time Period 19b-4(f)(1) 19b-4(f)(4) Pilot Date Expires for Commission Action 19b-4(f)(2) 19b-4(f)(5) 19b-4(f)(3) 19b-4(f)(6)

Exhibit 2 Sent As Paper Document Exhibit 3 Sent As Paper Document

Description Provide a brief description of the proposed rule change (limit 250 characters).

Contact Information Provide the name, telephone number and e-mail address of the person on the staff of the self-regulatory organization prepared to respond to questions and comments on the proposed rule change.

First Name Bill Last Name Meehan Title AVP Regulation & Compliance E-mail [email protected] Telephone (617) 235-2355 Fax (617) 235-2355

Signature Pursuant to the requirements of the Securities Exchange Act of 1934,

has duly caused this filing to be signed on its behalf by the undersigned thereunto duly authorized.

Date 02/06/2006

By William C. Meehan Assistant Vice President

(Name) Regulation & Compliance Regulation

(Title) NOTE: Clicking the button at right will digitally sign and lock this form. A digital signature is as legally binding as a physical William Meehan, signature, and once signed, this form cannot be changed. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

For complete Form 19b-4 instructions please refer to the EFFS website.

Form 19b-4 Information The self-regulatory organization must provide all required information, presented in a clear and comprehensible manner, to enable the public to provide meaningful Add Remove View comment on the proposal and for the Commission to determine whether the proposal is consistent with the Act and applicable rules and regulations under the Act.

Exhibit 1 - Notice of Proposed Rule Change The Notice section of this Form 19b-4 must comply with the guidelines for publication in the Federal Register as well as any requirements for electronic filing as published by the Commission (if applicable). The Office of the Federal Register Add Remove View (OFR) offers guidance on Federal Register publication requirements in the Federal Register Document Drafting Handbook, October 1998 Revision. For example, all references to the federal securities laws must include the corresponding cite to the United States Code in a footnote. All references to SEC rules must include the corresponding cite to the Code of Federal Regulations in a footnote. All references to Securities Exchange Act Releases must include the release number, release date, Federal Register cite, Federal Register date, and corresponding file number (e.g., SR-[SRO]-xx-xx). A material failure to comply with these guidelines will result in the proposed rule change being deemed not properly filed. See also Rule 0-3 under the Act (17 CFR 240.0-3)

Exhibit 2 - Notices, Written Comments, Copies of notices, written comments, transcripts, other communications. If such Transcripts, Other Communications documents cannot be filed electronically in accordance with Instruction F, they shall be filed in accordance with Instruction G.

Add Remove View

Exhibit Sent As Paper Document

Exhibit 3 - Form, Report, or Questionnaire Copies of any form, report, or questionnaire that the self-regulatory organization proposes to use to help implement or operate the proposed rule change, or that is Add Remove View referred to by the proposed rule change. Exhibit Sent As Paper Document

Exhibit 4 - Marked Copies The full text shall be marked, in any convenient manner, to indicate additions to and deletions from the immediately preceding filing. The purpose of Exhibit 4 is to permit Add Remove View the staff to identify immediately the changes made from the text of the rule with which it has been working.

Exhibit 5 - Proposed Rule Text The self-regulatory organization may choose to attach as Exhibit 5 proposed changes to rule text in place of providing it in Item I and which may otherwise be Add Remove View more easily readable if provided separately from Form 19b-4. Exhibit 5 shall be considered part of the proposed rule change.

Partial Amendment If the self-regulatory organization is amending only part of the text of a lengthy proposed rule change, it may, with the Commission's permission, file only those Add Remove View portions of the text of the proposed rule change in which changes are being made if the filing (i.e. partial amendment) is clearly understandable on its face. Such partial amendment shall be clearly identified and marked to show deletions and additions. SR-BSE 2006-01 Amendment No. 2 Submitted: February 3, 2006 Page 3 of 5

PARTIAL AMENDMENT

The Boston Stock Exchange hereby submits this Partial Amendment to SR-BSE-

2006-01. The purpose of this Partial Amendment is to (1) correct the cite contained in the introductory paragraph of the Exhibit 1 notice and the accompanying footnote number

3 to refer to Section 19(b)(3)(A)(ii) rather than subsection (i), (2) amend the rule text to supplement the names of the underlying ETFs to reflect their full titles as used by their respective sponsors (the changes to the rule text do not affect the ETFs covered by this filing, nor do they affect the surcharge fees for transactions in options on the ETFs covered by this filing), and (3) make corrections in the Purpose section of the initial filing

SR-BSE-2006-01 at page 4-5 of 11 and in Exhibit 1 page 8-9 of 11. The affected sections are reprinted below; the corrections made pursuant to this partial amendment are set out below as indicated (additions appear in double-underlined text; deletions are

[bracketed]):

Boston Options Exchange Facility

Fee Schedule [(as of October 2005)] (as of January 2006) Sec. 1 No Change.

Sec. 2 Trading Fees Broker Dealer Proprietary Accounts

Subsections (a) and (b) No Change. SR-BSE 2006-01 Amendment No. 2 Submitted: February 3, 2006 Page 4 of 5

c. Plus, where applicable, any surcharge for options on ETFs that are passed through by BOX. The applicable surcharges are as follows:

1) $0.10 per contract for options on the ETF 100 (“QQQQs”).

2) $0.10 per contract for options on the Standard & Poor’s Depository Receipts (SPY).

3) $0.10 per contract for options on the iShares Nasdaq Biotechnology Index Fund (IBB).

4) $0.10 per contract for options on the iShares Russell 2000 Index Fund (IWM).

5) $0.10 per contract for options on the iShares Russell 2000 Growth Index Fund (IWO).

6) $0.09 per contract for options on the S&P Energy Select Sector SPDR Fund (XLE).

7) $0.09 per contract for options on the S&P Financial Select Sector SPDR Fund (XLF).

Sec. 3 - 6 No Change.

* * * * *

Item 3. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

a) BOX is proposing to amend its Schedule of Fees to establish surcharge fees for

certain ETF option transactions effected through broker-dealer proprietary accounts.

Currently, BOX assesses a surcharge fees for options on the ETF Nasdaq 100 (“QQQQ”) that are effected through broker-dealer proprietary accounts. BOX is proposing to establish similar surcharge fees for transactions in options on Standard & Poor’s

Depository Receipts (“SPY”), iShares Nasdaq Biotechnology Index Fund (“IBB”),

iShares Russell 2000 Index Fund (“IWM”), iShares Russell 2000 Growth Index Fund

(“IWO”), S&P Energy Select Sector SPDR Fund (“XLE”) and the S&P Financial Select SR-BSE 2006-01 Amendment No. 2 Submitted: February 3, 2006 Page 5 of 5

Sector SPDR Fund (“XLF”).1 The amount of the surcharge fee will vary depending on

the ETF and will range from nine (9) cents to ten (10) cents per contract.2 The Exchange

believes the proposed rule change will further the Exchange’s goal of introducing new products to the marketplace that are competitively priced.

The Exchange has entered into a license agreement with each ETF issuer in connection with the listing and trading of options on SPY, IBB, IWM, IWO, XLE and

XLF. As with certain other licensed options, the Exchange is adopting a surcharge fee

for trading in these options to defray the licensing costs3. The Exchange believes that

charging the Participants that trade these instruments is the most equitable means of recovering the costs of the license.

* * * * *

1 BSE represents that SPY, IBB, IWM, IWO, XLE and XLF constitute Fund Shares as defined in Chapter IV, Section 3 (i) of the Boston Options Exchange Rules. 2 BSE represents that fees will be charged only to BOX participants. 3 The surcharge fee for trading in the options listed in Section 2(c) of the BOX Fee Schedule is equal to the cost charged to BOX by the licensor in the associated licensing agreement.