June 30, 1999 Mr. Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: File No. S7-30-98: The Aircraft Carrier Release

Dear Mr. Katz:

We are a task force of the Corporate and Securities Law Committee of the American Corporate Counsel Association. We are responding to your request made in Release No. 33-7606A for comments on your proposals to change the regulatory structure for securities offerings.

ACCA is a national bar association made up of more than 10,000 attorneys who practice law as members of corporate law departments. Our Committee has more than 2,500 attorney members, a large number of whom practice securities law as in-house counsel for public companies. As such, our Committee is well situated to comment on the Commission's proposals.

Our letter has been circulated for comment among the leadership of our Committee and certain other members of ACCA. Although this letter contains the considered judgment of the Committee's leadership, ACCA's board of directors has not reviewed it and thus it is not an official position of ACCA.


We support your efforts to modernize the regulations governing the offering and sale of securities. We endorse many of the proposals in the release and recognize the numerous benefits intended to be offered by the proposed changes, such as:

In some respects, we think the proposals are broader than necessary and may create costs and burdens for responsible issuers that cannot be justified. Our main suggestions to improve the proposals are: