Date:    03/22/2000  9:15 AM

Subject: Proposed Regulation on Fair Disclosure 

Dear S.E.C. Chairman Levitt,
     
I am an individual investor and would like to give you my opinion of the 
Fair Disclosure (FD) guidelines you are wanting to adopt.  I have been 
reading about this debate ever since Abercrombie and Fitch released data to 
one analyst back in October or so and the market reacted very strongly to 
their lack of more open disclosure.
     
I nearly fell out of my chair when I read the first point of Mr. Stuart J. 
Kaswell of the Securities Industry Association 9 point letter to the SEC. 
Mr. Kaswell wrote: 
     
"We fear that the proposal will severely undercut the flow of high quality 
information to investors. One principal function of securities analysts is 
to screen, distill, and evaluate "raw" information. Without an opportunity 
to digest and interpret news before it becomes public, investors have less 
guidance on the possible significance of corporate announcements when they 
are made (and firms have less reason to pay analysts to perform this 
valuable function). Without the opportunity for analysis to create a context 
for the public to assess news, far greater volatility is likely to result 
when news is disclosed. In short, we are concerned that a "chat room" 
environment may come to prevail, where objective and professional analysis 
will be drowned out by self-serving, uninformed, or confused reactions to 
new information."
     
The only fact based statement in this entire paragraph is the words "We 
fear."  Because, analysts do fear that the leveling the playing field in the 
outflow of information will make their jobs harder and generate less revenue 
for their firms.  They will not be able to "create a context" or to better 
state to solidify a position about a stock of a company based on covert 
company information that is later released overtly to the general investing 
public, thus cutting out every investor from the real information flow.  
     
This idea of being able to "create a context" only serves two purposes:  
1) Building the reputation and market power of the analyst's firm by having 
advance information they can use to their advantage over the entire investor 
public. 
2) In many cases the analysts are doing nothing but cheerleading and 
propping up the stock of the companies they covertly receive  information 
from.  In these cases it is not a " flow of high quality information" being 
provided to investors, but blatant attempts by the analysts' firms to drum 
up business consulting and other fees with cozy relationships to companies.
     
Mr. Kaswell actually wants the S.E.C. and investors to think that they are 
doing their work on behalf every investor when in actuality they do their 
work on their own behalf.  Case in point is a March 2, 2000 release from 
Salomon Smith Barney concerning the WorldCom - Sprint merger.  In this 
misguided missive the author actually stated, "In fact, we would argue that 
the only reason the EU is even reviewing the FON/WCOM deal - given that FON 
has no revenue or assets in Europe - is because of the C&W claim."  This is 
totally false and borders on being an outright lie.  The EU began the review 
of the Worldcom - Sprint merger, because Sprint at the time of the 
announcement of the merger was a partner in Global One with two other 
European telecom companies.  So, the EU had the right to review the merger 
and continues to have the right to review the merger, even though Sprint sold 
its assets in Global One to one of its former European partners.  What is 
interesting to note is that Salomon Smith Barney is a consultant on the 
Worldcom - Sprint merger and knew full well why the EU was reviewing the 
merger.  They were not trying to provide "high quality information to 
investors" but are doing cheerleading for the Worldcom - Sprint merger for 
which they will financially benefit from.  Investors in this instance need 
"less guidance" from analysts when the analysts are "self-serving, 
uninformed, or confused" about the very facts and show blatant disregard for 
"objective and professional analysis" of the situation in their public 
statements. 
     
Mr. Kaswell goes on in his next eight points to basically say without all 
the legalese and posturing that any new regulations would stifle the outflow 
of information from companies.  That is an incredibly arrogant and totally 
unrealistic argument.  If companies were to decrease the amount of 
information they provide to investors they would do it to their own 
detriment.  Stockholders are not going to invest in publically traded 
companies that are not open about what their business is doing.  Publicly 
traded companies know this and that is why they have investor relations 
departments that crank out press releases to handle both good and bad news. 
His argument basically stems from a arrogant and false belief that either 
publically traded companies only provide company information because they 
need analysts or all analysts represent all investors.  When in actuality 
publically traded companies only need investments from investors.  The only 
people that need analysts are some investors who do not want to understand 
for themselves the information the company releases.  Thus, all analysts do 
not represent all investors.  If some investors want to pay for analysts 
then they can get that information after it is publically released to 
everyone and the analyst digests it for them to use.
     
Right now we have a situation where supposedly publically traded companies 
are analyzed in private by select investor representatives (analysts) before 
the investing public is informed.  This present situation produces a "haves" 
and "haves not" market that effectively blocks out every investor from 
reaching their investment goals without being a part of the "haves."  I 
believe the SEC is here to protect the interests of the investing public and 
not select investor representatives.  
     
Sincerely,
Joseph L. Toenjes