Date:    03/22/2000  4:43 PM

Subject: File No. S7-31-99 

Release Nos. 33-7787, 34-42259, IC-24209, File No. S7-31-99
     
RIN 3235-AH82
     
Selective Disclosure and Insider Trading
     
I support your action to level the playing field for the general public 
and investors.  Fair Disclosure and insider trading regulation can be 
very logical.  If the information is made available to ANYONE OUTSIDE 
the business activity, it should be made public.  If someone involved in 
the business activity tells someone outside the business activity, be 
they analysts or family member,  the information has then been 
selectively disclosed and should be made public.  If an individual is 
aware that they have insider information about a company and they share 
that information,  they should be considered to be in violation of the 
rule. If an individual is simply "aware" of insider information and 
trades,  they are in violation unless the individual can show that the 
trade was part of a pre-existing plan.
     
Under the misappropriation theory of insider trading. The Rule should be 
clear that only those with a need to know as part of the business 
activity receive the information.  Sharing information with ANY others 
including family members who are not part of the business activity, 
regardless of expectation of confidentiality, is selective disclosure 
that should require public disclosure. Disclosure to a potential 
business partner with signed confidential agreements, if the potential 
business partner has a need to know, is acceptable.
     
Don E. Sprague