Subject: File No. S7-5-99
Author:  Stewart Lockwood <canarc@compuserve.com> at Internet 
Date:    5/4/99 8:03 PM
     
     
CANARC RESOURCE CORP.
Suite 800 - 850 West Hastings Street 
Vancouver, B.C., Canada V6C 1E1
Tel: (604) 685-9700  Fax: (604) 685-9744
     
     
     
     
     
May 4, 1999
     
Securities and Exchange Commission
Attention Jonathan G. Katz
     
Dear Sirs,
                        Re: File No. S7-5-99  - Rule 15C2-11
     
I write to comment on your proposed amendments to Rule 15C2-11. 
Specifically, we object to the SEC proposals.  
     
Your desire to increase the due diligence required of market makers is 
commendable but misguided.  Market makers are not underwriters nor are they 
primarily responsible for introducing stocks to investors.
     
Market makers' principal role is to make markets for investors who have 
already decided to buy or sell.  Imposing due diligence standards equal to 
those required of underwriters will simply chase respectable market makers 
out of the OTC market, leaving investors at the mercy of insiders or 
racketeers to make markets.
     
The need for due diligence and regulatory compliance must be borne 
primarily by the SEC, the companies, the underwriters and ultimately by the 
investors themselves.
     
If we were to make one recommendation, it would be to somehow restrict the 
access that market makers have to cheap, insiders stock because that would 
appear to be one of the most common causes of fraudulent or unfair 
activities in the OTC market.
     
I welcome your response to my comments.
     
Sincerely,
CANARC RESOURCE CORP.
     
     
"Bradford J. Cooke"
     
Bradford J. Cooke
President
     
ref:f:acom/99056