April 13, 1998
     
Mr. Darin S. Walker
108 West Spring Drive
Austin, Texas 78746
(512) 306-8321
E-Mail:  Darin@jumpnet.com
     
     
Mr. Jonathan Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549
     
Re: File No. SR-NASD-98-21
     
Dear Mr. Katz:
     
As a public investor who day trades extensively using many of the 
electronic execution systems including SOES, I would respectfully like 
to voice my opposition to the Actual Size Rule that the NASD wants to 
expand to all NASDAQ traded stocks.  Since the introduction of the rule, 
I have personally witnessed the use of this rule by market makers as a 
tool to further manipulate not only the spreads of these stocks, but the 
actual depth and size of the inside market.  In particular, I have seen 
the use of the ECN alternative used as a means of blocking both market 
and limit orders to allow the market maker community more time to either 
completely back away from the market or reduce their size and originally 
quoted prices.  The effect of not only the expansion of the Actual Size 
Rule to all NASDAQ stocks, but also the elimination of the Minimum 
Spread Rule has benefited no one but the market making community and at 
the same time punished the small investor by forcing them to pay a much 
bigger price.  The use of these rules have again just like in the past 
given market makers virtually full rein to manipulate the market of 
NASDAQ traded stocks while also giving them access to substantially 
reducing their risk in creating a market for these stocks.  
     
Although the ECN alternative has been a useful channel that gives the 
individual investor access to the market and thereby has created an 
artificially tight spread, there is virtually no depth of liquidity 
since the size of these orders is small and the market makers are no 
longer held accountable for helping to maintain a tight spread. While 
the NASD reports that spreads have been reduced, the liquidity within 
the depth of the market has disappeared. What needs to be measured is 
the "effective" spread and size of the market.  By "effective," I'm 
referring to the real number of shares available to a buy or sell order 
disregarding the ECN option.  In most instances, the effect is a 
substantially widened spread and a substantial lack of liquidity, which 
serves no one but the institutional market making community.  
     
I would therefore like to urge the SEC to conduct a study into these 
practices by an independent firm other than the NASD.  I know that what 
you'll find is the NASD studies regarding the actual spreads and depth 
of market is completely unrealistic for the independent investor and 
biased for the benefit of the big institution.
     
     
Thank you for giving me the opportunity to voice my opinion and I hope 
you'll find my comments useful.
     
Sincerely,
     
     
     
Darin S. Walker