Subject: File No. S7-25-06
From: Douglas A Palmer, PhD
Affiliation: Calif. Inst. of Telecomm. and Info Tech

January 26, 2007

Regarding "AMENDMENTS TO PRIVATE OFFERING RULES UNDER THE SECURITIES ACT" wrt the minimum net worth of $2.5m. This is an egregious and discriminatory rule that violates equality under the law. Many new companies form here in San Diego because of investments by individuals. This harmful proposal will curtail a great deal of entrepreneurial activity. Surely it is folly to say that someone with a net worth less than $2.5m is less capable of understanding a PPM than his better-off cousin.

If this is seriously considered then I suggest that the same law apply to gambling enterprises and lotteries. No-one may wager without a net worth of $2.5m.