The National Association of Securities Dealers Inc., the District company that runs the Nasdaq and American stock exchanges, is reevaluating its Manhattan expansion plans.

"We're looking at all of our options with respect to New York City real estate," said Michael Jones, a spokesman for NASD. Late last year, the organization's board in principle accepted a $200 million package of incentives from New York to essentially move its headquarters to the city.

But Jones said the move is no longer definite. "We have to look at all of our options here -- including New Jersey, frankly," he said.

It's common for large employers to say they might move to coax multimillion-dollar incentive packages out of cities or states fearful of losing jobs. For New York companies, a move to New Jersey has long been an effective threat.

The stock markets are important to New York's image as the world's premier financial center and for the jobs and spending they bring. Last year, the giant New York Stock Exchange received a $900 million incentive package to keep it in the Wall Street neighborhood with which it is synonymous.

Jones said that NASD, whose two exchanges are smaller than the NYSE, considers the $200 million package too little in light of the high costs of New York real estate. A source familiar with the negotiations said NASD can't afford its own building and instead is looking to lease space. According to that source, the city isn't taking any NASD threats to move to New Jersey seriously.

"As far as the city, our only goal is to bring the jobs to New York City, and that seems to be still happening," said Randy Levine, deputy mayor for economic planning. "As to negotiating for a new site, those who lease normally get less than those who build" in terms of financial incentives.

The New York Daily News reported yesterday that NASD has dropped plans to build a new headquarters near Times Square or in one of two other Manhattan locations. According to Jones, that isn't quite the case -- instead, he said, NASD officials haven't made a decision. They haven't ruled out a new building but haven't ruled out anything else, either, Jones said.

Douglas Durst, whose Durst Organization controls the Times Square land that was considered NASD's top choice, said "right now it looks like they're going to stay in place" rather than move. He said his company is talking to other possible tenants who may be interested in the site.

Jones said NASD also isn't sure exactly how many employees it will move from the Washington area to New York, although last year company executives estimated it would be several hundred people.

"No decisions have been made as to whether we would or would not move people to New York," Jones said.

NASD has about 1,700 employees in the District and Maryland. The organization is constructing a new building to consolidate many of them in the Shady Grove area of Montgomery County. In New York, NASD has 400 to 450 employees at the Amex and 500 to 550 in other New York locations.

Jones said that some of the leases on the office space those New York employees occupy will expire soon. "Those leases coming due creates some . . . business considerations for us that we have to meet," he said.

Constructing a new building, he said, doesn't fit that timetable. "The new building options certainly are longer term in terms of when they would be delivered," he said.

It is common, however, for businesses that face a long-term building project to sign relatively short leases to house workers during construction, either in space they currently occupy or in temporary space.