October 26, 1998

Mr. Jonathan G. Katz


Securities & Exchange Commission

450 Fifth Street N.W.

Mail Stop 6-9

Washington, DC 20549

Re: File No. S7-25-98

Dear Mr. Katz:

This comment letter is submitted on behalf of Wachovia Bank, N.A. (hereinafter referred to as "Wachovia"). Wachovia appreciates the opportunity to provide input to the Securities & Exchange Commission (the "Commission") on its review of Rule 17Ad-14 under the Securities Exchange Act of 1934.

Wachovia agrees that registered transfer agents, acting on behalf of issuers in connection with reorganization events, should be required to set up accounts at securities depositories to receive securities by book entry. This would greatly enhance the efficiency and reduce risk associated with the movement of certificates related to certain corporate actions.

In addition, Wachovia also sees benefit to not allowing registered transfer agents acting as depositaries, exchange agents or reorganization agents to require a securities depository to deliver securities certificates prior to the third business day following the expiration date of the tender offer, exchange offer or reorganization event.

In summation, Wachovia would recommend that the Commission approve the proposed amendments to Rule 17Ad-14. The proposed amendments would increase the efficiency and reduce the risk associated with processing reorganization events, tender offers and exchange offers.

Once again, Wachovia appreciates the opportunity to provide input to the Commission on this issue and hopes that these comments will be helpful.

Very truly yours,

William C. Scales