SR-NASD-2006-081

Proposed Rule Change to Adopt New NASD Rule 5150 to Require an NASD Member That is Registered as a Nasdaq Market Maker in a Non-Nasdaq Exchange-Listed Security to Comply with NASD Rule 5262 Relating to Trade-Throughs With Respect to that Security.

NASD is filing with the Securities and Exchange Commission (“SEC” or “Commission”) a proposed rule change to adopt, in anticipation of The NASDAQ Stock Market LLC (the “Nasdaq Exchange”) beginning to trade non-Nasdaq exchange-listed securities on an unlisted trading privileges (“UTP”) basis, new NASD Rule 5150 to require an NASD member that is registered as a market maker with the Nasdaq Exchange in a non-Nasdaq exchange-listed security to comply with the provisions of NASD Rule 5262 relating to trade-throughs with respect to that security for trades reported to NASD.