June 30, 1999

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Attention: Mr. Jonathan G. Katz, Secretary

Re: SEC File No. S7-30-98

Ladies and Gentlemen:

Bloomberg L.P. ("Bloomberg") appreciates the opportunity to comment, in response to the Commission's request in Securities Act Release No. 7606A (November 13, 1998) (the "Release"), on the rule changes proposed by the Commission. In particular, Bloomberg wishes to comment in response to the solicitation of comments on whether video or electronic road shows should be deemed free writing and therefore would be required to be filed with the Commission under proposed rule 165.

As the Commission knows, Bloomberg has developed technology that permits issuers and underwriters to conduct road show presentations electronically over the BLOOMBERG service. Road shows have traditionally been an oral part of the process of offering and selling underwritten securities. Bloomberg's technology for electronic road shows allows road shows to reach a greater audience but in no way changes their character. The Division of Corporation Finance has issued to Bloomberg a no-action letter that allows issuers and underwriters to offer electronic road shows via the BLOOMBERG service.

Bloomberg strongly recommends that the Commission not treat electronic road shows as writings that would have to be filed with the Commission in connection with offerings registered under the Securities Act of 1933. Securities underwriters would be unlikely, we believe, to continue to use electronic road shows if they were required, as a result of such use, to file copies of the road shows with the Commission. As the Commission knows, while road shows largely repeat in reorganized and summarized form information that is contained in the prospectus, they focus investors' attention on important aspects of the investment opportunities being offered to them. They assist issuers and underwriters substantially in marketing new offerings and assist investors in grasping the essential information about the securities being offered.

To be sure, electronic road shows are a recent phenomenon. Under the no-action letters issued by the Commission's staff, the audience for electronic road shows is limited to institutional investors and others who typically would be invited to physical road shows. The availability of this medium of communication, however, has had beneficial effects even in this short time period. It has dramatically improved the underwriters' ability to communicate with prospective investors outside of the major financial centers and to reach a broader audience of middle-market institutional investors, at low cost, than was ever possible with physical road shows. It also has significantly eased the burden on the senior executives of companies going public since it has curtailed significantly the need for them to do physical road shows across the country and internationally

If the Commission wishes to expand the audience for road shows, requiring them to be filed would not likely achieve that objective. Road show presentations have never been filed with the Commission in connection with physical road shows and, under current circumstances, we believe the imposition of a filing requirement for electronic road shows would result in eliminating their use, not causing them to be filed.

For these reasons, we urge that the Commission not require that electronic road shows be filed as free writing materials since they serve a demonstrable public purpose and since the effect of a filing requirement would likely result in eliminating the use of electronic road shows entirely.

We appreciate the opportunity to make our views known to the Commission and the staff and we hope that our letter is helpful. If members of the Commission or of the staff believe we may be of further assistance in these matters, please let us know.

Very truly yours,


By: /s/ Emilia Fazzalari

Emilia Fazzalari

cc:The Hon. Arthur Levitt, Chairman

The Hon. Isaac C. Hunt, Jr., Commissioner

The Hon. Norman S. Johnson, Commissioner

The Hon. Paul R. Carey, Commissioner

The Hon. Laura S. Unger, Commissioner

Brian J. Lane, Esq., Director

Division of Corporation Finance

Michael R. McAlevey, Esq., Deputy Director

Division of Corporation Finance

Catherine T. Dixon, Esq., Chief Counsel

Division of Corporation Finance

Harvey J. Goldschmid, Esq., General Counsel