Subject: For Nancy Smith -Comments on SEC's Rules 
Author:  "Bernie Vonderschmitt" 
Date:    8/19/98 11:27 PM
     
     
          RULES OF CONDUCT FOR ACCOUNTANTS
     
Professional accountants are not expected to differ significantly from 
any other group of
professionals.  Statistically, the probability of accountants issuing / 
approving statements that could
mislead investors is very low.  The percentage of careless or perhaps 
incompetent accountants is
probably less than 0.5%.  The most significant challenge is to define a 
method of implementation
that withstands a reasonable rule.  Since we can assume that the SEC 
notes a very limited number
of professionals that need to be reviewed, the SEC could consider 
appointing a panel of three
judges who have an excellent reputation and experience to review the 
limited number of accounting
professionals that give "heart-burn" to the SEC and for which they 
currently have no recourse. This panel would meet perhaps quarterly to 
review with the SEC individuals along with examples of
statements that need an objective review and a decision to cite the 
accountants for negligence or
incompetence.
     
     
  SUGGESTION FOR SALE AND MONITOR OF EQUITIES OFFERED UNDER RULE 504 /
                              REGULATION D.
     
1.    Limit dollar amount of equity amount by each business to $1.0 
million per year.
     
2.    Offering price should be in the range of $0.10 / share to $1.00 / 
share
     
3.    Holding period for investor to be a minimum of three (3) months
     
4.    Number of shares traded and price / share to be monitored by the 
SEC or an entity monitored  by the SEC
     
5.    To minimize potential for microcap fraud,  the following 
implementation should be considered:
     
     (A) Volume of shares traded for each company and change in price / 
     share in each month
     5 day moving average at end of previous month compared to 5 day 
     moving average at close
     of current month should be "flagged" if the change is greater than 
     10% (month to month)
     
     (B) The hardware cost (PC, monitor, storage, and printer) would be 
     <$10,000. A simple
     S/W application program would be required.
     
     P.S.
     
     1. "Accredited Investors" are not recommended since the 
     administration costs are too high.
     
     2. This is a simplified recommendation that provides minimum cost 
     of capital for small
     business and limited cost of monitoring for microcap abuses for 
     "pump & dump".
     
     
     Bernie Vonderschmitt
     Chirman, Xilinx Inc.
     
     Office Phone: (408) 371-5751