Date:    4/23/98 11:18 AM
     
RE: [Rel. No. 34-39670; File No. S7-3-98]
     
Jonathan G. Katz
Secretary
Securities and Exchange Commission
Mail Stop 6-9
450 Fifth Street, N.W.
Washington, D.C. 20549
     
Dear Mr. Katz.
     
I am extremely concerned that the above referenced rule proposal, will limit 
participation in the "Over the Counter" market, and reduce innovation in 
U.S. industry, by limiting access to capital.
     
The proposed rule will harm legitimate investors, and drive out honest 
participants. The void created will likely be filled by less scrupulous 
operators. Many of the biggest recent frauds, in the securities markets, 
have been perpetrated by registered organizations.
     
Fraudulent transactions are already covered by existing securities 
legislation and rules. More certain prosecution, and complete application of 
the current penalties, would be more effective than widening the exposure of 
legitimate participants.
     
I urge the commissions to not pass this proposal. As more members of our 
community participate in the securities markets, a more effective and sure 
remedy for potential securities fraud, would be investor education.
     
Sincerely,
     
Ranney Fry
     
     
ranney@beltedair.com
219 HiVista Road
Sausalito, CA 94965
Voice:  (415) 332-2151
Fax:    (415) 332-7230