Subject: File No. S7-16-97  Rel No. 34-38672
Date:    8/20/97 10:08 PM

I have read with interest both your release and Mr. Peake's responses.  I 
would like to go on record of endorsing almost everything that Mr. Peake 
said with the exception of his answer to question no. 116.  I do not 
believe that the foreign broker-dealers referred to should be required to 
register unless they have offices in the US.  I do believe that all 
foreign dealers providing access should be prohibited from soliciting 
orders in contrast with accepting orders.
     
Morris Mendelson
Professor Emeritus of Finance
University of Pennsylvania