Subject: File No. SR-NASD-2004-022
From: JOSEPH CANOUSE

December 8, 2004

THIS RULE WILL SERIOUSLY DAMAGE THE ONLY REAL SECONDARY MARKET THAT IS VIABLE TODAY MAINLY PIPE TRANSACTIONS. IN DOING SO IT WILL ALSO HURT THE MANY PUBLIC COMPANIES THAT DEPEND ON THIS FINANCING IN ORDER TO SURVIVE AND SUBSEQUENTLY THEIR SHAREHOLDERS AND EMPLOYEES. THE PROPOSED RULE IS OVER REACHING AND WILL DO MORE HARM THAN THE PROPOSED PROTECTION, WHICH IF IT EXISTS, IS AN EXCEPTION NOT A RULE.