Subject: File No. S7--04
From: William J. Williams, Jr.
Affiliation: Sullivan & Cromwell LLP

January 25, 2005

Re: Rule 415 Offerings - Prospectus in Registration Statement After Effective Date

Dear Alan and Amy:

Attached is a draft of a combination of proposed Rule 412(d), Rule 430B and Rule 430C, together with concordances between the draft and SEC proposals. It seems to me that (1) all these provisions relate to Rule 415 offerings - what may be omitted, how it gets included and what supersedes what and (2) non-reporting and unseasoned issuers do not warrant a separate rule. In the draft I have dealt first with seasoned issuers (taking the provisions of Rule 415 in their order in Rule 415) and then with non-reporting and unseasoned issuers.

W.J.W., Jr.

William J. Williams, Jr.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004-2498
212 558-3722
FAX 212 558-3341


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