After facing a threatened member-firm revolt, the NASD last month changed the terms of its proposed Nasdaq spin-off via a private placement. Smaller NASD members now stand to get a 25 percent or larger stake in the market. They will also vote on the deal before it goes forward.

Previous plans would have given large market makers a greater share of Nasdaq, and a member vote would have come after the distribution began.

The NASD board approved the revised plan Jan. 3.

In a conference call with reporters afterward, NASD board member Alan Davidson, president of Zeus Securities in Smithtown, N.Y., praised the new deal as more responsive to small firms.

The revamped plan also specifies how Nasdaq sale proceeds will be spent. Of an estimated 1 billion dollars in proceeds from the sale of about 78 percent of Nasdaq, 114 million dollars has been allocated to reduce member costs, 500 million dollars for NASDR and 215 million dollars for Amex. Nasdaq itself will retain most of the remaining proceeds.

Prior talk had the NASDR getting 700 million dollars to 800 million dollars.

The NASD also revealed this past month that J.P. Morgan did the valuation on the deal and advised an NASD fairness committee. Salomon Smith Barney advised the NASD board.