Finance Area
                               Fogelman College of Business and Economics
                                         University of Memphis
                                            Memphis TN 38152
                                            August 18, 1998




                Mr. Jonathan G. Katz
                Secretary, Securities and Exchange Commission
                Mail Stop 6-9
                450 Fifth Street, N.W.
                Washington, D.C. 20549
                VIA Internet

                Re:  File No. 4-208

                Dear Mr. Katz:

                The intention of the 1975 Securities Act Amendment was to enhance the
                competition for order flow for listed securities.  The ITS system that
                was developed to respond to the requirements this act provides only very
                limited competition for order flow.  Technologically speaking, it is an
                obsolete system.

                In contrast, the Optimark system that is proposed for the Pacific
                Exchange promises to greatly enhance the competition for order flow, to
                the benefit of all investors and our entire economy.  It would be quite
                ironic if an obscure requirement of the ITS system were to cripple the
                functioning of Optimark.  For example, the argument that Optimark orders
                be manually entered into the ITS system rather than entered by computer
                is absurd.  Computers constantly communicate with other computers
                today-manual intervention in this process in the case of Optimark
                introduces the opportunity for human error, seriously delays execution
                which thereby reduces the value of the system to traders, and
                potentially disadvantages traders who have entered orders into the
                Optimark system.

                I urge that the SEC not impose, nor permit to be imposed, any such
                unreasonable restriction on the functioning of the Optimark system.

                Sincerely,


                Robert A. Wood
                Distinguished Professor of Finance