Subject: File Number S7-2-98
Date:    3/3/98 11:02 AM
     
     
Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, Reynolds & 
Chalk, L.L.P
     
        3500 City Center Tower II
        301 Commerce Street
        Fort Worth, Texas  76102-4186
        Telephone (817) 878-0530
        Facsimile (817)335-6935
        E-mail: wwhitaker@mlswlaw.com.
     
     
        March 3, 1998
     
Via E-mail: rule-comments@sec.gov
     
Jonathan G. Katz, Secretary
Securities and Exchange Commission
Mail Stop 6-9
450 Fifth Street, N.W.
Washington, D.C.  20549
     
Re:     File Number S7-2-98
     
Gentlemen:
     
        On February 17, 1998 the Commission published certain proposed
amendments to Form S-8 and related rules and solicited public comments. 
Release No. 33-7506.
     
        I support the proposed changes to Form S-8, but would suggest
clarifying that under paragraph 1.(a)(5) of General Instruction A that the 
reference to *spouse* includes a *former spouse* who received the
employee benefit plan options through a domestic relations order.
     
        It is not clear in the proposed amendment whether the reference
to *spouse* is intended to mean that the marriage must still be intact at 
the time of the inclusion of the plan options on Form S-8.  I occurs to me 
that the more typical case would involve the receipt of the plan options 
pursuant to a *domestic relations order* in connection with the 
termination of the marriage, and hence such person not thereafter
meeting the commonly understood status of *spouse.*
     
     
        Sincerely,
        Wayne M. Whitaker