From: James M. Walsh
Sent: January 31, 2007
Subject: File No. S7-25-06

I write to vehemently oppose the proposed rule change raising the level of accredited investors to 2.5M dollars Liquid Net Worth from the current 1.0 M dollars Total Net Worth threshold. I currently am accredited and participate in private offerings and would be excluded by an impossible margin under the proposed rule change.

I think it is discriminatory to have ANY threshold net worth of an individual before they are allowed to participate in certain investments thought to be exceptionally risky. If that were to be done evenhandedly, common stocks and stock options, even lottery tickets, should ALSO not be allowed to be purchased by the general public or offered to employees as rewards, compensation or incentives. We all know these often can become worthless in very short periods of time and are subject to wide fluctuations in value.

The weathyhave plenty of unfair advantage over the general public and continue to gain more isolation as wealth continues to become concentrated. The voters are well aware of this as demonstrated by last fall's election.

I would favor instead a modest increase in regulatory oversight of "private" offerings and a vehicle created so that anyone, regardless of net worth, can participate.


James M. Walsh