April 13, 1998



Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549
RE:  SR-NASD-98-17
RE:  SR-NASD-98-21

Dear Mr. Katz:

I am writing to show support for SEC File No. SR-NASD-98-17
and File No. SR-NASD-98-21.  PhyCor, Inc. is listed on the
Nasdaq Stock Market.

Regarding the actual size proposal, PhyCor's stock was
fortunate to be part of the pilot program.  Since PhyCor's
market makers were able to display the actual size of their
orders, versus the mandatory 1,000 share size for non-pilot
program stocks, our stock has benefited from pricing
efficiencies that other stocks do not have.  SOES activity
decreased, helping to dampen SOES activists' ability to play
with our stock which increased our volatility.

With regard to the new automatic limit order matching
system, it will allow public dissemination of all limit
orders, particularly benefiting individual investors.
Investors would be able to get better prices with Nasdaq's
integrated order delivery and execution system, resulting in
overall reduced trading costs.

We believe that Nasdaq's proposals respond to investors'
demands for a more efficient and effective marketplace.  We
urge the SEC to approve Nasdaq's proposals so all market
participants can trade in a more efficient environment.

Sincerely,



John K. Craword
Chief Financial Officer


cc:  Cynthia Neuwalder