Subject: File No. S7-08-09
From: Mark Shearer

May 29, 2009

I am quite disappointed that SEC has chosen to hi-jack Regulation SHO which is focused on elimination of naked short selling and divert it toward restoration of the uptick rule. The uptick rule probably should be restored, but meanwhile what is being done about ongoing, outstanding failures to deliver that dilute the value of issues and give hedge funds the ability to manipulate downward any issue they choose? Has SEC decided to abandon the purpose of Regulation SHO and let the hedge funds do whatever they want? We have patiently waited over five years for Regulation SHO to result in enforcement action and all we have to show for our patience is shorter Reg SHO Threshold Lists due to extension of the close-out requirement. Again, this is good progress, but many Americans are convinced millions of shares remain undelivered in ex-clearing transactions and other mechanisms used by greedy short sellers to dilute targeted issues.

Until SEC has (1) rooted out and forced someone to cure all the FTDs sitting in investors' accounts, (2) forced DTCC to demonstrate our broker accounts are full of actual securities rather than "securities entitlements" (worthless electronic IOUs that take the place of real shares without taking real shares off the market), and (3) put in place meaningful rules that will prevent a recurrence of this fiasco and give Americans the transparency we need to confirm our accounts remain free of "securities entitlements", Regulation SHO has not met its goal and SEC needs to remain focused on the problem.

Uptick rule on legal short selling has nothing to do with naked short selling and is another matter altogether.

Thank you.