TO: All NASD Members

LAST DATE FOR COMMENT: APRIL 28, 1985

The National Association of Securities Dealers, Inc., is requesting comment on proposed rule amendments which would require that companies with securities included in the NASDAQ National Market System (NASDAQ/NMS) adhere to certain standards of corporate governance. This notice contains a discussion of the background of these rules and a section-by-section analysis. The text of the proposed rules is attached.

HISTORY AND BACKGROUND

TO: All NASD Members and Other Interested Persons

The National Association of Securities Dealers ("Association" or "NASD") is publishing for comment by members and all other interested persons a proposed rule which would establish new requirements for the private securities transactions of persons associated with member firms. The rule would replace in its entirety the Private Securities Transactions Interpretation under Article III, Section 27 of the NASD Rules of fair practice. ^1/

TO; All NASD Members and Level 2 and Level 3 Subscribers

On Tuesday, April 16, 1985, 100 issues are scheduled to join the NASDAQ National Market System bringing the total number of issues in NASDAQ/NMS to 1,861. These 100 issues, which will begin trading under real-time trade reporting, are entering the NASDAQ/NMS pursuant to the Securities and Exchange Commission's criteria for voluntary designation.

The 100 issues scheduled to join NASDAQ/NMS on Tuesday, April 16, 1985, are

TO: All NASD Members and Other Interested Persons

Following is a list of NASD Notices to Members issued during the first quarter of 1985. Requests for copies of any notice should be accompanied by a self-addressed mailing label and should be directed to: NASD Administrative Services, 1735 K Street, N.W., Washington, D. C. 20006.

IMPORTANT

Officers * Partners * Proprietors Operations and P&S Department Managers

TO: ALL NASD Members

In its Notice to Members 84-55 dated October 15, 1984, the Association announced plans to implement a NASDAQ Equity Audit Trail and detailed the seven phases to be followed for completion of the plan. As described in that notice, Phase I involves the collection of additional information from members through the facilities of the clearing corporations to include:

TO: All NASD Members

ATTN: Operations Officer, Cashier, Fail-Control Department

On April 10, 1985, the United States District Court for the District of New Jersey appointed a Temporary Receiver for the above captioned firms.

Members may use the "immediate close-out" procedures as provided in Section 59 (i)(2) of the NASD's Uniform Practice Code to close-out open OTC contracts. Also, MSRB Rule G-12 (h)(iii) provides that members may use the above procedures to close-out transactions in municipal securities.

TO: All NASD Members and Other Interested Persons

The Securities and Exchange Commission has recently approved an amendment to the Interpretation of the Board of Governors, "Forwarding of Proxy and Other Materials," under Article III, Section 1 of the NASD Rules of Fair Practice.^1/ This amendment, which became effective on April 1, 1985, establishes a surcharge which may be charged by NASD members to issuers in connection with proxy solicitations.

IMPORTANT

OFFICERS, PARTNERS AND PROPRIETORS

TO: All NASD Members and Other Interested Persons

The Securities and Exchange Commission has approved a recodification of the NASD By-Laws ^1/ and a revised Code of Procedure. ^2/ The text of these amendments, which were effective upon approval by the Commission, ^3/ is attached.

TO: All NASD Members

ATTN: Operations Officer, Cashier, Fail-Control Department

On April 16, 1985, the Federal District Court for the Eastern District of Arkansas appointed a Temporary Receiver for the above-captioned firm.

Members may use the "immediate close-out" procedures as provided in Section 59 (i)(2) of the NASD's Uniform Practice Code to close out open OTC contracts. Also, MSRB Rule G-12 (h)(iii) provides that members may use the above procedures to close out transactions in municipal securities.

TO: All NASD Members and Other Interested Persons

ATTN: Direct Participation Programs Department