January 14, 2005

Subject: Reg NMS

Dear Chairman Donaldson:

I am writing to express my concern about the proposed Regulation NMS,which is designed to update and strenghen our national secuities markets. A core part of the proposal contains,as one of two options,a provision that would radically change the structure of the U. S. capital markets and effectively turn our internationally competitive,investor-driven markets into a government utility.

The U.S, equity markets are the strongest in the world. In a splintered,electronic-only marketplace where exchanges must chade displayed orders from market-to-market,large orders of stock would be difficult to manage. Instead,they could be traded in private markets or overseas. It is unclear why the SEC has decided to fix a non problem,and put the competitiveness of the U.S. capital markets at risk.

As one of your old friends at the NYSE,I urge you to express your support for the Reg NMS proposal without the CLOB provision to your fellow Commissioners. Thank you for your consideration.


Robert Brooks, Member of the New York Stock Exchange