The Commission is adopting new Regulation M governing the activities of underwriters, issuers, selling security holders, and others in connection with offerings of securities. Regulation M is intended to preclude manipulative conduct by persons with an interest in the outcome of an offering. Regulation M significantly eases regulatory burdens on offering participants by eliminating the trading restrictions for underwriters of actively-traded securities; reducing the scope of coverage for other securities; reducing restrictions on issuer plans; providing a more flexible framework for stabilizing transactions; and deregulating rights offerings. Consisting of five new rules, plus a new definitional rule, Regulation M replaces Rules 10b-6, 10b-6A, 10b-7, 10b-8, and 10b-21 (``trading practices rules'') under the Securities Exchange Act of 1934 (``Exchange Act''), which are being rescinded. In addition, related amendments are being made to Items 502(d) and 508 of Regulations S-B and S-K, and to Rules 10b-18 and 17a- 2 under the Exchange Act. Conforming changes to various rules under the Securities Act of 1933 (``Securities Act'') and the Exchange Act are being made to reflect the repeal of the trading practices rules and the adoption of Regulation M.