Subject: File No. S7-25-06
From: Edward Grammens

January 26, 2007

Regarding: File Number S7-25-06

I object to the proposed change to 501 (a) of Regulation D with respect to the definition of an "accredited investor".

I do not believe it is in the publics interest to raise the net worth test and effectively preclude a large number of potential investors. While inflation in real estate, etc. has raised the net worth of many citizens to or above the current $1M level, I do not believe that reason alone warrants an increase of 250%.

I believe other measures can be taken to ensure prospective investors are aware of the risks of such investments and I believe anyone with a $1M net worth would pay attention to the risks and chose to invest or not on the merits of the investment.