Subject: File No. SR-NASDAQ-2013-032
From: Robert C. Kirk

May 28, 2013

I have never before commented on a pending S.E.C. regulation. The regulation that has motivated me to do it this time is SR-NASDAQ-2013-32. I didn't comment during the original comment period thinking the enactment was certain. The extension until June 6 for a decision has me concerned.

The internal audit requirement the NYSE enacted was passed to protect the investor. If there is a requirement that NYSE companies have an internal audit function to help protect an investor in a NYSE company it should be equally important for an investor in a NASDAQ company. If this rule is appropriate enforce it across the board. When John Q. Public invests $1000 they need equal protection, not different levels of protection driven by market.

The rule should be applied without regard for size. Companies with a capitalization less than $75 million should not be subject to a less strict rule. John Q. Public's $1000 is still at risk.

A strong Internal Audit Function, whether it be in-house or out sourced, is good business.

Thank you for taking the time to read my comment.

Robert C. Kirk, CPA (inactive)