Filed by e-mail                                  March 14, 1997

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

re: Release 34-38149: (S7-27-96)

Dear Mr. Katz:

     I am writing on behalf of the Nevada Secretary of
State's Securities Division to comment on the Commissions
proposed rules concerning the books and records requirements
for broker-dealers published in Release 34-38149. I wish to
commend the Commission for promulgating these rules which
appear to have the effect of standardizing the books and
records requirements while recognizing the needs of the
states for reasonable access to them.

     I believe that the information required to be
maintained under these proposed rules strikes a reasonable
balance between being a burden on the industry and enhancing
the investor protection that both federal and state statutes
require. As technology develops, it is likely that changes
will be needed to maintain this balance, and the cooperation
between the Commission and the states reflected in these
rules bodes well for the future.

     While not perfect, the proposed rules represent a cost-
effective solution to competing needs of the industry and
its regulators. I hope they will be adopted in their present
form.

                                   Sincerely,



                                   Donald J. Reis
                                   Deputy Secretary of State