NEW YORK - Deutsche Bank AG offered Tuesday to buy the 84% of National Discount Brokers Group Inc. that it does not already own for $49 a share in a move to expand its piece of trading volume on the Nasdaq market.

The Jersey City brokerage firm confirmed the offer in a statement Tuesday. The price proposed by the Frankfurt banking company would make a deal worth about $864 million.

Most of Deutsche's 16% stake in the brokerage was acquired through a private transaction in June, National Discount Brokers said.

A spokesman for the German bank confirmed the offer but declined to give more details.

But observers said the deal was a straightforward reaction to recent transactions by major U.S. investment banks, including Merrill Lynch & Co. and Goldman Sachs Group Inc., to increase their share of stock trading activity on the major U.S. exchanges. The activity is attractive for its revenues from commissions and spreads.

James Hyde, an analyst at Fox-Pitt Kelton in London, said Deutsche "sees an industry where the top players get a bigger grab of the electronic order flow, and [the management] feels they need to be there."

NDB Capital Markets Corp., one of National Discount Brokers' two subsidiaries, is the ninth-largest Nasdaq and over-the-counter market-maker by year-to-date trading volume, according to AutEx, a Thomson Financial company.

NDB would be ranked fifth if recent acquisitions of similar market-making firms are taken into account. In June, Merrill Lynch said it would buy Herzog Heine Geduld, the third-largest Nasdaq/OTC broker. Shortly after, Goldman Sachs agreed to buy Spear, Leeds & Kellogg LP, the fourth-largest Nasdaq broker and a large presence on the New York Stock Exchange.

Deutsche would get a retail brokerage in the United States, though it is one with a different focus than the German bank's brokerage operations now have. Through BT Alex. Brown, a securities unit of Bankers Trust Corp., which Deutsche bought in June 1999, the latter gained a brokerage focused on upper-income, private-client services.

National Discount Brokers, which operates the Web site ndb.com, has a more middle-market focus, analysts said. It had 268,900 customer accounts with $11.2 billion of assets at the end of August.

Part of this interest in a U.S. retail brokerage might stem from the influence of Edson Mitchell, Deutsche's head of global markets and global equities. A former Merrill executive who has had a growing influence in the corridors of power at Deutsche Bank, Mr. Mitchell has instilled some of Merrill's outlook toward distribution - where individual investors play an important role - in the German bank, analysts said.

"The bank wants to have a retail option for distribution" of its investment banking products, Mr. Hyde said.

Deutsche would pay a 94% premium to National Discount Broker's Monday closing share price, which is considered cheap compared with similar brokerage deals in Europe.

But Deutsche does not yet have the firm in hand. National Discount Brokers said it has inquiries from other companies regarding a strategic merger or acquisition and has hired U.S. Bancorp Piper Jaffray and Credit Suisse First Boston to advise it.

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