Proposed Rule

Ms. Jean A. Webb
Secretariat
Commodity Futures Trading Commission
Three Lafayette Centre
1155 21^st Street, N.W.
Washington, D.C. 20581

Re: National Futures Association: Proposed Amendments to NFA Bylaws, Compliance Rules, Code of Arbitration, and Interpretive Notices to Comply With Provisions of the Commodity Futures Modernization Act of 2000 Regarding Security Futures Products*

Dear Ms. Webb:

Pursuant to Section 17(j) of the Commodity Exchange Act, as amended, National Futures Association ("NFA") hereby submits to the Commodity Futures Trading Commission ("CFTC" or "Commission") proposed amendments to NFA Bylaws, Compliance Rules, Code of Arbitration, and Interpretive Notices — including proposed new Compliance Rule 2-37 and three proposed new interpretive notices — to comply with provisions of the Commodity Futures Modernization Act of 2000 (CFMA) regarding security futures products. NFA respectfully requests Commission review and approval of these proposals, which were approved by NFA's Board of Directors on May 17, 2001 and modified by NFA's Executive Committee, with the Board's authorization, on July 19, 2001. NFA intends to make the proposed amendments effective on August 21, 2001 or upon Commission approval, if later.

Proposed Amendments to NFA Bylaws Chapter 11: Bylaw 1101

Proposed Amendments to NFA Bylaws Chapter 15: Bylaw 1507

Proposed Amendments to NFA Compliance Rules Part 1: Rule 1-1

Proposed Amendments to NFA Compliance Rules Part 2: Rule 2-7; Rule 2-8; Rule 2-22; Rule 2-26; Rule 2-29; Rule 2-30; and Rule 2-37

Proposed Amendments to NFA Code of Arbitration: Section 1

Proposed Amendments to NFA Interpretive Notice: Compliance Rule 2-9, Enhanced Supervisory Requirements

Proposed Amendments to NFA Interpretive Notice: Obligations to Customers and Other Market Participants
(Click here for the corrected version of this Interpretive Notice)

Proposed Amendments to NFA Interpretive Notice: Compliance Rule 2-9, Special Supervisory Requirements for Members Registered as Broker-Dealers Under Section 15(B)(11) of the Securities Exchange Act of 1934

Proposed Amendments to NFA Interpretive Notice: Compliance Rule 2-29, Use of Past or Projected Performance; Disclosing Conflicts of Interest for Security Futures Products

Explanation of Proposed Amendments

As mentioned earlier, NFA intends to make the amendments effective on August 21, 2001 or upon Commission approval, if later. If you have any questions, please contact Kathryn Page Camp, Associate General Counsel (312-781-1393 or kcamp@nfa.futures.org) or Thomas W. Sexton, III, Associate General Counsel (312-781-1413 or tsexton@nfa.futures.org).

Respectfully submitted,

Daniel J. Roth
Senior Executive Vice President and General Counsel

cc: Acting Chairman James E. Newsome
Commissioner Barbara Pedersen Holum
Commissioner David D. Spears
Commissioner Thomas J. Erickson
Phyllis J. Cela, Esq.
John C. Lawton, Esq.
Alan L. Seifert, Esq.
David Van Wagner, Esq.
Riva Spear Adriance, Esq.

* The proposed amendments to NFA Bylaws, Compliance Rules, Code of Arbitration, and Interpretive Notices to Comply With Provisions of the Commodity Futures Modernization Act of 2000 Regarding Security Futures Products will became effective on August 21w, 2001.