Author:  "Grow; Steve" 
Date:    01/26/2000  1:48 PM

Subject: S7-31-99

     
1.  Re 10b5-1, if a trade has already been ordered, or a purchase or sale 
plan established, etc. when the information arrives, it should not be 
illegal to cancel the order or the planned purchase or sale.  In the normal 
situation, abstaining from further transactions is enough.  Would the new 
rule commit people to carry out transactions already ordered or planned?
The intent and technical function of  the proposed rule seems to be that the 
transaction could be cancelled; in that event, there would be no purchase or 
sale and the need for the presumption of whether that purchase or sale 
occurred through use of material nonpublic information would not arise. 
Canceling an ordered or planned transaction before it occurs could, however, 
be viewed as a sale or purchase in itself, even though the transaction has 
not yet hit the market.  Under that interpretation, canceling ordered trades 
so as to switch to an abstain-from-trading mode would be no shelter.
     
2.  Please consider establishing a short time period after which all ordered 
or planned purchases or sales not yet executed would have to be cancelled, 
leaving the presumption to work only for trades during that short unwinding 
period. 
     
3. Is a transaction order "at the market" a sufficient specification of 
price?  If not, the exemption for pre-ordered or planned transactions would 
not be too useful.