Subject: File No. S7-10-04
From: Robert Brooks
Affiliation: Member New York Stock Exchange

January 14, 2005

Dear Chairman Donaldson:

I am writing to express my concerns about the proposed Regulation NMS,which is designed to update and strengthen our national secuities markets. A core part of the proposal contains a provision,Consolidated Limit Order Book that would radically change the structure of the 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 chase displayed orders from market-to-maret,large orders of stock would be difficult to manage. Instead,they could be traded in private markets or overseas,to the detrimant of investors.

I urge you and your fellow Commissioners to express your support for the Reg NMS proposal without the CLOB provision. Thank you for your consideration.


Robert Brooks,Member NYSE