Subject: File No. S7-35-11
From: Tom L Dennis, Jr
Affiliation: PE (Professional Engineer)

September 2, 2011

I am a retired 81 year engineer that depends on additional interest income to supplement my social security. Due to the general malise of the stock market, I rely heavily on interest from the so-called mREITS. This income, as well as the value of the underly stocks, would be adversely affected by a change to 3A-7.

Please note that the value of the mReit's has already been adversely affected since the notice of proposed rulemaking was published.

I would therefore like to go on record as being very highly AGAINST any changes to 3A-7 that would affect the operation of the presently exempt mREIT's.

Tom L Dennis Jr. PE