Philip M. Naftolin
7201 E. Camelback Ste. 245
Scottsdale, AZ 85251
     
April 13, 1998
     
Mr. Jonathan Katz
Secretary
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C.  20549
     
RE: File No. SR-NASD-98-21
     
Dear Mr. Katz:
     
I am an individual investor, one who is very concerned about the 
proposed new rules.  These are some of my concerns regarding the 
proposed significant changes:
     
        1.      market has no even flow anymore
        2.      in times of crisis it is impossible to enter or exit my
                positions
        3.      the market can be manipulated by the market makers by
                going to an ECN at 100 shares
        4.      it completely contradicts why the SOES system was
                created, for the small investor
     
It is your duty and responsibility to protect the individual investor. 
After all, if there is no small investor there is no SEC.
     
It Remains,
     
     
Philip M. Naftolin