November 23, 1998
     
     
Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C.  20549
     
Dear Mr. Katz:
     
I am writing to express my concern regarding a proposed regulation covering 
alternative trading systems published in April of this year (File No. 
S7-12-98).  In particular, I do not support the new rule requiring mandatory 
display of our orders in the public quote.
     
Wellington Management Company, LLP is one of the largest institutional 
investors in the U.S.  Our clients include a significant number of 401(k) 
and state retirement plans.  Although we are a major player in the NASDAQ 
market, our constituents are primarily individual investors who rely on our 
expertise to meet many of their investment needs.  Forcing display of our 
order size will ultimately result in poor executions to the detriment of our 
clients.  It is a simple fact of supply and demand that displaying large 
institutional orders to the market invites price dislocation when there is 
no contra side interest.  Without the benefit of established mechanisms to 
protect the size of our orders, such as those provided by electronic 
brokers, we are faced with the undesirable alternative of exposure to the 
street, losing our anonymity.  Moreover, I believe that the impact of recent 
SEC rules on market-maker spreads has resulted in the high volatility of the 
markets that we are seeing these days.  Adding a display requirement for 
institutional orders will not benefit the execution of our clients business. 
I therefore recommend that the SEC not adopt any mandatory display rule.
     
Sincerely yours,
     
     
     
Patrick J. McCloskey
Senior Vice President