Subject: File No.S7-28-98 April 2, 1999 Securities and Exchange Commission Mail Stop 6-9 450 Fifth Street, N.W. Washington, D. C. 20549-6009 Attention: Jonathan G. Katz, Secretary Re: File No. S7-28-98 Regulation of Takeovers and Security Holder Communications Dear Ladies and Gentlemen: We are pleased to submit the following comment on the Commission's proposed changes to the Regulation of Takeovers and Security Holder Communications, in particular the subsection entitled "II.B.6 Free Communications Under the Proxy Rules." We frequently represent substantial non-management stockholders who seek to improve corporate governance through the use of the proxy rules and so we generally applaud the Proposals' efforts to continue the liberalizing reforms begun in 1992. Shareholder communications should be made easier, not harder. We are shocked and dismayed, however, to see in Footnote No. 98 that the Commission is considering abolishing the "ten person" exemption in current Rule 14a-2(b)(2). The Rule has been in place at least since the mid-1940s. Nearly a half century ago the writers of the first (and in its third edition still definitive) full-length text on proxy contests wrote that this exemption plays a critical role in facilitating the "initial steps" that an insurgent must take in considering or commencing a contest. E. Aranow & H. Einhorn, Proxy Contests for Corporate Control 96-97 (1st ed. 1957) (see also 3d ed. at Section 5.03(D)). The Commission has not looked backward since and should not start doing so now. Thank you for your consideration. Very truly yours, Thomas W. Briggs