Document Headings

                    Document headings vary by document type but may contain                    the following:                  
                -                       the agency or agencies that issued and signed a document                    
                -                       the number of the CFR title and the number of each part                      the document amends, proposes to amend, or is directly                      related to                    
                -                       the agency docket number / agency internal file number                    
                -                       the RIN which identifies each regulatory action listed in                      the Unified Agenda of Federal Regulatory and Deregulatory                      Actions                    

                    See the                                          Document Drafting Handbook                                        for more details.                  

###### Securities and Exchange Commission

          - [Release No. 34-54471; File No. SR-NASD-2006-081] 

                    On July 11, 2006, the National Association of Securities Dealers, Inc. (“NASD”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the                           ( print page 56203)                        Securities Exchange Act of 1934 (“Act”) [1]                                          and Rule 19b-4 thereunder,[2]                                          a proposed rule change to adopt a new NASD rule relating to trade-throughs. The proposed rule change was published for comment in the                     **Federal Register**                     on July 27, 2006.[3]                                          The Commission received no comment letters on the proposal.                 

                    Proposed rule NASD Rule 5150 would require an NASD member that is registered as a market maker with the Nasdaq Stock Market LLC (“Nasdaq Exchange”) in an ITS Security [4]                                          to comply with the provisions of NASD Rule 5262 relating to trade-throughs with respect to that security for trades reported to the NASD. Accordingly, the NASD's proposed rule will not take effect until the Nasdaq Exchange begins operations as an exchange in such securities.[5]                                          The proposed rule further defines the term “block transaction” for purposes of the rule.                 

                    The Commission finds that the proposed rule change is consistent with the requirements of Section 15A of the Act,[6]                                          in general, and with Section 15A(b)(6) of the Act,[7]                                          in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade and, in general, to protect investors and the public interest. Proposed NASD Rule 5150 will maintain, after the Nasdaq Exchange begins operations as a national securities exchange for ITS Securities, the application of the NASD's trade-through rule, Rule 5162, to NASD members that are also Nasdaq market makers in ITS Securities to the extent such market makers report transactions in ITS Securities to the NASD.                 

*It is therefore ordered*                    , pursuant to Section 19(b)(2) of the Act,[8]                                          that the proposed rule change (SR-NASD-2006-081) be, and hereby is,                                         approved.                 

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

Nancy M. Morris, 

Secretary. 

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
        Back to Citation      

2.                             17 CFR 240.19b-4.                    
        Back to Citation      

3.                                                     *See*                         Securities Exchange Act Release No. 54186 (July 20, 2006), 71 FR 42698.                    
        Back to Citation      

4.                             The term “ITS Security” is defined in NASD Rule 5210(c) as “any security which may be traded through the [ITS] System by an ITS/CAES Market Maker.”                    
        Back to Citation      

5.                                                     *See*                         Securities Exchange Act Release No. 53128 (January 13, 2006), 71 FR 3550 (January 23, 2006); and 54085 (June 30, 2006), 71 FR 38910 (July 10, 2006). Currently, the Nasdaq Exchange operates as a national securities exchange for securities listed on the Nasdaq Exchange and reported to the Joint Self-Regulatory Organization Plan Governing the Collection, Consolidation and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities on Exchanges on an Unlisted Trading Privileges Basis (“Nasdaq-Listed Securities”).                    
        Back to Citation      

6.                             15 U.S.C. 78*o*                        -3.                    
        Back to Citation      

7.                             15 U.S.C. 78*o*                        -3(b)(6).                    
        Back to Citation      

8.                             15 U.S.C. 78f(b)(5).                    
        Back to Citation      

9.                             17 CFR 200.30-3(a)(12).                    
        Back to Citation      

[FR Doc. 06-8238 Filed 9-25-06; 8:45 am] 

BILLING CODE 8010-01-P