Subject: S7-5-99

     
April 1, 1999
     
     
Jonathan G. Katz, Secretary
Securities and Exchange Commission
Mail Stop 6-9
450 Fifth Street, NW
Washington, DC 20549
     
Dear Mr. Katz:
     
It has been brought to my attention that the SEC has initiated a 
proposed rule amendment for  Rule 15c2-11 requiring market makers in OTC 
Bulletin Board and Pink Sheets stocks to maintain a file on every stock 
they trade, study each companies' financial statements, be alert for 
signs of potential fraud, and provide information on non-reporting 
issuers to customers who request it.
     
We support the comments made by Regional Investment Bakers Association, 
in that while the SEC is well-intentioned in its efforts to combat 
microcap fraud, it fails to recognize the impractical and onerous burden 
this amendment would place on legitimate market makers.
     
Market makers who choose to continue trading these issues would either 
risk unlimited liability for the accuracy and truthfulness of financial 
information over which they have no control, or have to undertake the 
significant additional costs related to effective due diligence  on each 
and every issue for which they make a market.  They would then leave 
themselves open to possible lawsuits from plaintiff's attorneys and 
disgruntled investors anytime a stock turns downward. We agree with 
Regional Investment Bankers Association that no legitimate market maker 
is going to accept that responsibility.
     
We therefore respectfully oppose any proposed amendment to Rule 15c211.
     
     
Very truly yours,
     
     
     
Dominick M. Seminara
Chairman/CEO