03-30251. Self-Regulatory Organizations; Order Approving Proposed Rule Change and Amendment No. 1 Thereto by the National Association of Securities Dealers, Inc. To Aggregate Odd-Lot Amounts for Display in SuperMontage Under Certain Circumstances

November 28, 2003.

On August 28, 2003, the National Association of Securities Dealers, Inc. (“NASD”), through its subsidiary, The Nasdaq Stock Market, Inc. (“Nasdaq”) submitted to the Securities and Exchange Commission (“Commission”), pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),^[1] and Rule 19b-4 thereunder,^[2] a proposed rule change to aggregate odd-lot share amounts inside the inside spread for display purposes via the SIZE MMID. On October 20, 2003, Nasdaq filed Amendment No. 1 to the proposed rule change.^[3] The Federal Register published the proposed rule change, as amended, for comment on October 28, 2003.^[4] The Commission received no comments on the proposal.

The Commission finds that the proposed rule change, as amended, is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities association ^[5] and, in particular, the requirements of section 15A of the Act ^[6] and the rules and regulations thereunder. The Commission notes that the proposed rule change, as amended, permits Nasdaq to aggregate odd-lots for display purposes that better the Nasdaq inside market and that combined equal or are larger than one round lot, thus increasing transparency and providing investors with greater price information. Therefore, the Commission finds the proposed rule change is designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest, consistent with section 15A(b)(6) of the Act.^[7] As proposed by Nasdaq, the proposed rule change will be effective on December 8, 2003.

It is therefore ordered, pursuant to section 19(b)(2) of the Act,^[8] that the proposed rule change, as amended, (SR-NASD-2003-135) be, and it hereby is, approved.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[9]

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  15 U.S.C. 78s(b)(1).

2.  17 CFR 240.19b-4.

3.  See letter from Mary M. Dunbar, Vice President and Deputy General Counsel, Nasdaq, to Katherine A. England, Assistant Director, Division of Market Regulation, Commission, dated October 17, 2003 (“Amendment No. 1”). Amendment No. 1 replaced and superseded the original proposed rule change in its entirety.

4.  See Securities Exchange Act Release No. 48671 (October 21, 2003), 68 FR 61531.

5.  In approving this proposed rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f).

6.  15 U.S.C. 78 o-3.

7.  15 U.S.C. 78 o-3(b)(6).

8.  15 U.S.C. 78s(b)(2).

9.  17 CFR 200.30-3(a)(12).