Subject: Re: File No. S7-3-9 Date: 4/23/98 5:35 PM Jonathan G. Katz, Secretary United States Securities and Exchange Commission 450 Fifth Street N.W., Mail Stop 6-9 Washington, D.C. 20549 RE: NO to the proposed changes to 15c2-11 which would require that market makers review and vouch for a security on annual basis (if they publish a price for such security). Dear Sir: Please DO NOT approve the proposed changes to 15c2-11. It appears that the intent of these changes have been made to protect the average investor from losing money because of outright fraud. The results of the changes will be to discourage or eliminate market making for many non-Nasdaq securities. The changes proposed will require third parties (market makers) to basically conduct a yearly audit on all the companies that they wish to trade in. That creates another layer of non-producing expense to the process of dealing with OTC stocks, which will hurt the value of legitimate stocks, and most certainly will not curb those who wish to defraud an investor. Where will the market makers get the funds to pay for all the monthly audits? Profit is the motive in the stock market. If you implement these changes, you eliminate the profit motive for the market maker, you eliminate a way for small businesses to raise capital and you eliminate investment opportunities for both the small investor and the foreign investor. Please don't take the capital out of capitalism. Thank you for your urgent attention to this matter. Sincerely, Active Voice Corporation; SEC file #0-22804; Nasdaq symbol "ACVC", Diane Cognetta Investor Relations Coordinator Active Voice Corporation (206) 441-4700 ext 197 dcognetta@activevoice.com www.activevoice.com cc: Senator Slade Gorton (via email) Senator Patty Murray (via email) Jim McDermott; U.S. House of Representatives