Date:   8/10/98  2:40 PM
          Priority: Normal
          
          Subject: Comments on SEC File No. S7-20-98 

          American Superior Company
          9044 Karlov Avenue
          Skokie, IL 60076

          
          Mr. Jonathan G. Katz, Secretary
          Securities and Exchange Commission
          450 Fifth Street, N.W., Stop 6-9
          Washington, DC   20549

          RE: File No. S7-20-98    Proposed Rule: Investment Advisor Year 2000 Reports


          Dear Mr. Katz,

                  American Superior has been an Investment Advisor registrant with the SEC
          since 1985. Our assets under management qualify us for SEC regulation but we are
          surely among the smaller Advisors who so qualify. Our relatively small size
          means we must husband our resources and that we are particularly sensitive to
          the balance between the needs of regulatory agencies and the costs that
          regulatory decisions impose.

                  In light of this background, we have reviewed the document "Proposed
          Rule: Investment Advisor Year 2000 Reports (Release IA-1728)" and offer these
          comments for your consideration...


                  (1) A reasonable balance has been struck in the disclosure requirement
          of proposed Form ADV-Y2K. As proposed, the 11 question, multiple-choice format
          should not require an excessive amount of our time to complete. We presume, in
          coming to this conclusion that narrative explanations of our answers to those 11
          questions will NOT be required.

                  (2) We fully support the proposal that NO attestation by an independent
          public accountant for Form ADV-Y2K be required. Such an attestation would likely
          impose a high cost in both time and money for a smaller firm like ours.

                  (3) The submission of proposed Form ADV-Y2K by fax transmission presents
          no problem to us. However it would be desirable for the SEC to provide a simple
          fax-back verification note so Advisors know their transmissions have been
          received. This would serve the same function that "Certified return receipt
          mail" sent through the Post Office provides.

                  (4) In regard to the cost analysis your office made for completing
          proposed Form ADV-Y2K: with the background work we have already done on the year
          2000 issue and our assumption that NO narrative answers would be required of
          non-mutual fund-serving Advisors like ourselves, your estimate of two hours time
          to complete the Form seems reasonable.

                  (5) It would have been desirable if Release IA-1728 had included a draft
          of the proposed Form ADV-Y2K questions so that Advisors could have given you
          more specific feedback.


                  In summary, the proposed Year 2000 Reporting by SEC-registered
          Investment Advisors seems to strike a good balance between disclosure needs, an
          impetus to action by Advisors, and compliance cost containment.


          Sincerely yours,

          Alan J. Liebman, President
          American Superior Company