FOR IMMEDIATE RELEASE                                  99-20

         SEC TO CONSIDER FOUR ITEMS AT AN OPEN MEETING

     Washington, D.C., February 18, 1999 -- The Securities and
Exchange Commission will consider four items at an open meeting
conducted under the Government in the Sunshine Act on Friday,
February 19, at 10:00 a.m.  The meeting will be held in the
William O. Douglas Room (Room 1C30) at the Commission's
headquarters building, 450 Fifth Street, N.W., Washington, D.C.
The items for discussion are:

-    whether to adopt revisions to Rule 701 of the Securities
     Act to remove the $5 million aggregate offering price
     ceiling and set the maximum amount of securities that may be
     sold in a 12-month period to a more appropriate limit based
     upon the size of the issuer.  The revised rule also would
     require specific disclosure from all issuers that sell more
     than $5 million in a 12-month period and harmonize the
     definition of consultant and advisor to the definition in
     Form S-8.

-    whether to adopt amendments to Securities Act Form S-8, the
     streamlined form companies use to register sales of
     securities to their employees, and Securities Act Form S-3.
     The amendments would: (a) restrict the use of Form S-8 for
     the sale of securities to consultants and advisors; (b)
     allow Form S-8 to be used for the exercise of employee
     benefit plan stock options by family members of employee
     optionees; and (c) make Form S-3 available to register
     securities to be received upon the exercise of outstanding
     warrants and options, whether or not transferable. The
     Commission also will consider proposing further amendments
     to Form S-8 designed to deter abuse of that form to register
     securities for capital-raising or promotional purposes.

-    whether to repropose amendments to Rule 15c2-11 under the
     Securities Exchange Act of 1934.  Rule 15c2-11 governs the
     publication of quotations by broker-dealers for over-the-
     counter securities.

-    whether to adopt revisions to Rule 504 of the Securities
     Act to limit the circumstances where general solicitation is
     permitted and freely tradable securities may be issued in
     reliance on the rule.  These amendments are part of the
     Commission's comprehensive agenda to deter microcap fraud.

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Any member of the public who requires auxiliary aids such as a
sign language interpreter or material on tape to attend a public
meeting should contact Rochelle Franks, Office of Administrative
and Personnel Management, to make arrangements.  Ms. Franks can
be reached at TTY number (202) 942-9558.  If you are calling from
a non-TTY number, please call the Relay Service at 1-800-877-8339.