Subject: Rule 701 Comment
Date:    5/4/98 12:54 PM
     
     
Mr. Johnathan G. Katz, Secretary
Securities & Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
     
via e-mail (only): rule-comments@sec.gov
     
Dear Mr. Katz:
     
I am send this message in support of the proposed amendments to Rule 701 
(File No. S7-5-98).
     
My company, while currently very closely held (within one family), has 
been strongly considering offering the opportunity for employees to own 
common stock (through incentive compensation SAR's with stock options 
attached).  While I do not see an immediate concern with regard to the 
limitations contained in Rule 701, I can certainly foresee the annual 
$5,000,000 ceiling potentially becoming a problem based on my company's 
growth objectives.
     
Accordingly, I would encourage the Commission to enact the proposed 
amendments to Rule 701 just as soon as possible.
     
Sincerely,
     
Scott Parker
Corporate Controller and Assistant Treasurer 
James N. Gray Company
10 Quality Street
Lexington, KY 40507
sparker@jngray.com