Securities Act of 1933 - Rule 902(b)

RESPONSE OF THE OFFICE OF INTERNATIONAL CORPORATE FINANCE
DIVISION OF CORPORATION FINANCE

Re: Euronext Brussels SA/NV

Based on the facts presented, the Division will not object if the reference to the Bourse de Bruxelles in Rule 902 (b) under the Securities Act of 1933 is deemed to be a reference to Euronext Brussels SA/NV. This position is based on the representations made to the Division in your letter, and any different facts might require a different conclusion.

Sincerely,

Michael Pressman
Special Counsel

Incoming Letter:

October 19, 2004

Paul M. Dudek, Esq.
Office of International Corporate Finance
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
USA

January 26, 2004

Dear Mr. Dudek:

We represent the underwriters of an offering of ordinary shares of a Belgian company, which will be listed on Euronext Brussels SA/NV. Clifford Chance LLP represents the underwriters as to matters of Belgian law and have provided the information under "Euronext Brussels SA/NV Background" below. The offering will be made outside the United States to non-U.S. persons in reliance on the exemption from registration provided by Regulation S of the Securities Act 1933, as amended (the "1933 Act").

We respectfully request your confirmation that the Securities and Exchange Commission (the "SEC") will not object if Euronext Brussels SA/NV, as successor in interest to the Bourse de Bruxelles as described below, is deemed to be as "Designated Offshore Securities Market" as defined in Rule 902(b)(1) of Regulations S promulgated under the 1933 Act.

Euronext Brussels SA/NV Background

The Société de la Bourse de Valeurs Mobilières de Bruxelles (officially abbreviated as the "Bourse de Bruxelles" ) was established by the Kingdom of Belgium Law of December 4, 1990 on Financial Transactions and Financial Markets. Pursuant to Article 7 of the Law of March 10, 1999 and to Article 1 of the Royal Decree of April 11, 1999, the Société de la Bourse de Valeurs Mobilières de Bruxelles was changed into a limited liability company under public law. Subsequently, pursuant to Article 25, §1 of the Law of 12 August 2000, the Société de la Bourse de Valeurs Mobilières de Bruxelles was changed into a limited liability company under private law without interruption of its legal identity.

The Royal Decree of September 17, 2000 granted formal authorization to the shareholders of the Société de la Bourse de Valeurs Mobilières de Bruxelles to contribute their shares to Euronext NV. This decree made possible, under Belgian law, the merger of ParisBourse SBF, Euronext Amsterdam and the Société de la Bourse de Valeurs Mobilières de Bruxelles into Euronext NV. As a result, the Société de la Bourse de Valeurs Mobilières de Bruxelles became a 100% subsidiary of Euronext NV.

Subsequently, upon a decision of its shareholders dated October 10, 2000, the Société de la Bourse de Valeurs Mobilières de Bruxelles amended its statutes and changed its name to "Euronext Brussels SA/NV".

Euronext Brussels SA/NV has now replaced the Société de la Bourse de Valeurs Mobilières de Bruxelles on the list of Belgian regulated markets published pursuant to EU directive 93/22/CEE. A summary of the differences of certain attributes of the Bourse de Bruxelles and Euronext Brussels SA/NV, prepared by Clifford Chance LLP, Belgian counsel to the underwriters, is attached to this letter as Appendix I. In addition, based on advice from such Belgian counsel, we represent that Euronext Brussels SA/NV has the attributes set forth in Rule 902(b)(2)(i)-(vii) of Regulation S.

Request

Rule 902(b)(1) of Regulation S promulgated under the 1933 Act includes the Bourse de Bruxelles in the definition of "Designated Offshore Securities Market". We submit that, in light of the transactions described above, Euronext Brussels SA/NV, as successor in interest to the Bourse de Bruxelles, should be deemed to be a "Designated Offshore Securities Market" as defined in Rule 902(b)(1) of Regulations S promulgated under the 1933 Act.

We therefore respectfully request your confirmation that the SEC will not object if issuers, security holders, dealers and others act in accordance with the assumption that Euronext Brussels SA/NV is deemed to be a "Designated Offshore Securities Market" as defined in Rule 902(b)(1) of Regulations S promulgated under the 1933 Act.

If you have any questions with respect to the conversion to limited liability company status or the request contained in this letter, or require any further information or documentation in this respect, please contact the undersigned.

A copy of this letter is being furnished to Euronext Brussels SA/NV.

Appendix I

http://www.sec.gov/divisions/corpfin/cf-noaction/euronext111004.htm