Subject: File No. SR-FINRA-2008-025
From: Dan Mayfield
Affiliation: Sanderlin Securities

July 24, 2008

The purpose of proposed Finra 5130 ( to adopt NASD Rule 2790) according to FINRA is to protect

" the integrity of the initial public offering ("IPO") process by ensuring that: (1) firms make bona fide public offerings of securities at the offering price; (2) firms do not withhold securities in a public offering for their own benefit or use such securities to reward persons who are in a position to direct future business to firms; and (3) industry insiders, including firms and their associated persons, do not take advantage of their insider position to purchase new issues for their own benefit at the expense of public customers. NASD Rule 2790 plays an important part in maintaining investor confidence in the capital raising and IPO process."

Firms that do not underwrite securities of any kind have no way of violating point (1) or (3) above. It has been argued that non-underwriting firms are in a position to provide a quid pro quo under point (2) above -- underwriting firms could give favorable allocations in return for future business from non-underwriting firms; but that future business would not be materially different from the future business they hope to get from the customers to whom they do allocate IPO shares legitimately.

Members of non-underwriting firms are penalized unnecessarily by the rule and should be exempted from the restricted persons provisions. Our firm deals only in municipal securities in the secondary market and has no way of violating this rule or contributing to violations by other parties. Our members should not be penalized.

Dan Mayfield


Sanderlin Securities