Date: 4/6/99 1:19 PM Subject: file no. s7-5-99 I believe the sec is well intentioned in its efforts to combat microcap fraud, but fails to recognize the impractical and huge burden this amendment would place on legitimate market makers. Under these amendments, the responsibility of regulating and policing small company issuers, whether reporting or non-reporting, would effectively shift from the sec to the market makers who trade in these stocks. Market makers, such as knight securities who trade over 6000 stocks, who choose to continue trading these issues would either risk unlimited liability for the accuracy and truthfulness of the financial information over which they have no control, or have to undertake the significant additional costs related to effective due dilligence on each and every issue for which they make market. Still, they would leave themselves open to crushing lawsuits from plantiff's attorneys and disgruntled investors anytime a stock turns down. NO LEGITIMATE MARKET MAKER is going to accept that responsibilty. Instead, if this rule is put in to place, you and i are going to see LEGITIMATE MARKET MAKERS cease to quote OTC Bulletin Board stocks. This will play right into the hands of the scam artists out there with the lack of market makers to provide liquidity and stability to the markets that they quote. Sincerely, Curtis Holt broker ACAP Financial SLC, UT