Date:    4/7/99  9:32 AM

Subject: S7-5-99

I am writing to you on behalf of U.S. Digital Communications,Inc. -- a 
corporation the common stock of which is traded on the OTCBB.
     
We are at an early stage of our development and have found that the 
liquidity provided our stock by bulletin board quotation has been important 
in raising much needed capital through private placements.  It is important 
that our investors know that when either through registration or exemption 
their stock becomes salable, they will be able to trade it in an efficient 
market.
     
We are very concerned that the proposed rule will lead reputable  Market 
Makers, which range from large firms, wholesale Market Makers, highly 
regarded regional firms and specialist boutiques that trade bank stocks or 
distressed securities, to stop submitting priced quotations and possibly 
exit the market sector completely. The consequence will be that the 
reputable Market Makers will cease quoting prices or exit the Pink Sheet and 
OTCBB market and the legitimate securities will suffer a loss of price 
transparency and liquidity.  This could be a serious blow to many firms like 
ours.
     
We urge the Commission to continue in its efforts to improve the markets, 
but not by initiatives such as the proposed Rule 15c2-11 that may well 
result in shutting them down.
     
                                                Edward J. Kopf
                                                 Exec. V.P.
                                                U.S. Digitial
Communications, Inc.