April 5th, 1999

Mr. Jonathan G. Katz

Secretary, Securities Exchange Commission

Mail Stop 6-9

450 Fifth St., N.W.

Washington, DC, 20549

Dear Mr. Katz:

I am writing to you because I am very concerned about the proposed rule amendments that could have a disastrous impact on both the liquidity and value of stock for a multitude of small companies that trade on the secondary markets.

The proposed amendments will implement market makers with an impossible task and therefore no legitimate broker or trader is going to accept the responsibility of trading microcap stocks. I am very troubled that legitimate market makers will soon cease to quote OTC Bulletin Board and Pink Sheet stocks for my company’s securities and several others. This obviously will cause price transparency, wider spreads – and a major drop in stock prices as a result.

I fully support the strengthening of rules to fight fraud, but these amendments are not the answer. In fact, it seems that this rule would actually play right into the hands of scam artists who manipulate stock prices, seeing as they would dominate the microcap market once legitimate traders and brokers pull out.

Mr. Katz, the SEC must reconsider the amendments to Rule 15c2-11 because the damage they will cause to microcap companies will be irreparable.




Mr. Frank Power