(212) 848-8830

                       December 23, 1997


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-6009

Attention:     Ann D. Wallace
               Senior Counsel to the Director
               Division of Corporation Finance

     Re:  Plain English Disclosure (File No. S7-3-97)

Dear Ann:

          In response to the Commission's "plain English"
rulemaking proposal, I have two points that may not have
been made in other comment letters.  The first point
concerns the transition rules that will phase in the plain
English requirements.  The second point relates to naming
all of the underwriters on the cover page of a Prospectus.

Transition Rules for Exxon Capital Exchange Offers

          It would be helpful if registration statements
covering exchange offers made pursuant to the staff position
expressed in the series of no-action letters including Exxon
Capital Holdings Corporation  (avail. May 13, 1988), Morgan
Stanley & Co. Incorporated (avail. June 5, 1991) and
Shearman & Sterling (avail. July 2, 1993) became subject to
plain English requirements based on the date that the
privately-placed securities were issued, rather than the
date of filing or effectiveness of the registration
statement.

          Shearman & Sterling represents many clients who
conduct offerings that are exempt from the registration
requirements of the Securities Act of 1933, but in which the
issuer agrees to conduct an Exxon Capital exchange offer.
Following completion of the exempt offering, the issuer
files a registration statement with the Commission covering
the issuance of substantially identical (but registered)
securities in exchange for the originally issued (and
transfer restricted) securities.  Participants in these
transactions, in our experience, are particularly careful to
use offering documents that comply with the disclosure
requirements of the Commission applicable to registered
offerings.  Compliance minimizes differences between the
disclosure given to investors at the time of the original
offering and the disclosure to investors in connection with
the exchange offer.  The fewer the differences, the lower
the risk of any liability for a misstatement or omission in
the original offering document.

          Based on Securities Data Company information,
there were over 500 high yield securities offerings
conducted using Rule 144A during the first ten months of
1997.  In  the vast majority of these offerings, the issuer
was contractually required to conduct an Exxon Capital
exchange offer.  This number does not include investment
grade securities, such as trust preferred securities, or
equity securities of foreign private issuers which also are
frequently conducted as exempt offerings followed by Exxon
Capital exchange offers.

          There are several reasons for this proposed
transition rule:

                    !    Issuers may resist plain English
               revisions based on the belief that
               differences between their disclosures in the
               original offering document and their exchange
               offer registration statement are a potential
               source of liability.

                    !    Participants in these types of
               transactions will not have the input of the
               Commission staff in drafting plain English
               and would benefit from having a more
               developed plain English practice before
               attempting compliance.

                    !    A transition rule based solely on
               the date of filing a registration statement
               would force issuers not willing to draft
               disclosure twice (once for the original
               offering and again for the exchange offer) to
               attempt to comply months before similarly
               situated registered deals must comply.

                    !    Because the typical deadline for
               consummation of Exxon Capital exchange offers
               is 180 days after issuance of the privately-
               placed securities, issuers typically file a
               registration statement within two or three
               months after issuance and plain English will
               not be significantly delayed.
Prospectus Cover Pages

          I would like to confirm that the proposed revision
to Regulation S-K, Item 501(b)(6), which requires that the
underwriter(s) be identified, refers only to the managing or
principal underwriters.  Perhaps the requirement could refer
to the underwriters identified in Rule 461 under the
Securities Act of 1933.  Otherwise, the rule could be read
to require every syndicate member to be named on the cover
page.

          If you have any questions or if I can be of any
assistance, please call me at (212) 848-8830.  Have a good
holiday.

                                        Very truly yours,



                                        Robert Evans III