June 2, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Attention: Mr. Jonathan G. Katz, Secretary

Re: SR-NASD-00-18 Amendment No. 1 Relating to the Entry of Locking/Crossing Quotations Prior to the Nasdaq Market Opening

Ladies and Gentlemen:

Bloomberg Tradebook LLC ("Bloomberg Tradebook")1 appreciates the opportunity to comment, in response to the request by the Securities and Exchange Commission (the "Commission") in Securities Exchange Act Release No. 42754 (May 3, 2000) (the "Release"), on the proposed rule change and amendment no. 1 thereto relating to the entry of locking/crossing quotations prior to the Nasdaq (as defined below) (together "Amended Proposal"), submitted by the National Association of Securities Dealers, Inc. (the "NASD"), through its wholly owned subsidiary, The Nasdaq Stock Market, Inc. ("Nasdaq").2 In addition to Bloomberg Tradebook's comments in this letter, we refer the Commission to Bloomberg's letter to the Commission dated July 12, 1999 with respect to the proposed rule change to NASD Rule 4613(e) set forth in Exchange Act Release 41473 (June 2, 1999) (SR-NASD-9923).

The Amended Proposal permits a market participant acting as agent to lock/cross the market for less than 5,000 shares. Bloomberg Tradebook has felt that the 5000-share minimum would prevent the pre-opening market from taking into account certain agency orders entered by ECNs and other market participants. The change reflected in the Amended Proposal would permit ECNs to reflect their participants' orders fairly in the market open since it would permit ECNs to send Trade-or-Move messages for the actual size of locking/crossing orders. That cures a problem we identified in the original proposal and is beneficial to the markets. Accordingly, we believe the Amended Proposal is consistent with the provisions of the Exchange Act and the rules thereunder applicable to the NASD, and we recommend the Commission approve the Amended Proposal.

* * *

We appreciate the opportunity to make our views known to the Commission and the staff and we hope that our letter is helpful. If members of the Commission or of the staff believe we may be of further assistance in these matters, please let us know.

Very truly yours,


By:Bruce Garland by GSH
Bruce Garland

cc: The Hon. Arthur Levitt, Chairman
The Hon. Norman S. Johnson, Commissioner
The Hon. Isaac C. Hunt, Jr., Commissioner
The Hon. Paul R. Carey, Commissioner
The Hon. Laura S. Unger, Commissioner

Annette L. Nazareth, Esq., Director,
Division of Market Regulation
Robert L. D. Colby, Esq., Deputy Director,
Division of Market Regulation
Belinda Blaine, Esq., Associate Director,
Division of Market Regulation
David M. Becker, Esq., General Counsel

Mr. Richard G. Ketchum
National Association of Securities Dealers, Inc.


1 Bloomberg Tradebook operates a proprietary electronic communications network ("ECN") pursuant to Regulation ATS under the Securities Exchange Act of 1934 (the "Exchange Act") and a no-action letter from the staff of the Commission's Division of Market Regulation. (See Letter from Dr. Richard R. Lindsey to Roger D. Blanc (January 17, 1997), SEC No-Action Letter, 1997 SEC No-Act. LEXIS 55 (the "Bloomberg Tradebook No-Action Letter"). The Bloomberg Tradebook No-Action Letter was extended on several occasions, most recently on March 3, 2000. Bloomberg Tradebook offers its institutional and broker-dealer customers, and other broker-dealers that access the Tradebook system via private connections and Nasdaq's SelectNet, the opportunity to buy and sell equity securities through use of the BLOOMBERG PROFESSIONAL service (as defined below).

Bloomberg Tradebook is a wholly owned subsidiary of Bloomberg L.P. ("Bloomberg"). Bloomberg is engaged in the business of providing its customers with financial market information, news and analytics via its worldwide electronic network (the "BLOOMBERG PROFESSIONALTM service"). Bloomberg also serves its broker-dealer and institutional customers' communications needs and facilitates their transaction of business by offering various additional services, including electronic messaging, non-anonymous offerings, bids wanted and equity order-routing and indications of interest, and linkages to certain exchanges within and outside the United States. Approximately two million text messages and transaction messages involving billions of dollars of securities are sent and received by Bloomberg customers across the BLOOMBERG PROFESSIONAL service every business day. In addition, we expect in the future to provide access to additional points of liquidity as customer demand dictates.

2 The Release publishes Amendment No. 1 to a proposed rule change published in Exchange Act Release No. 41473 (June 2, 1999) (SR-NASD-99-23) (the "Initial Proposal"). The Commission approved the Initial Proposal in Exchange Act Release No. 424400 (February 7, 2000).