Subject: 15c211 comments
Date:    4/24/98 9:34 AM
     
     
While the intentions are good, it appears that the rule will have unintended 
consequences that will be highly detrimental to small business investors, 
issuers and the secondary markets. If the proposed rule is enacted,
     
there will be:
     
1)  No prices in the Pink Sheets or on the OTC Bulletin Board
     
The National Quotation Bureau has been informed by some of our largest
market makers that they will not publish prices in the Pink Sheets or on the
OTC Bulletin Board if the rule proposal is passed.
     
2) Huge potential liability for OTC market makers
     
The rule proposal will create an ongoing liability for market makers in all
corporate securities that are traded OTC. Market makers will be liable for
third party actions by investors if there is any issuer fraud or manipulation
in the securities they trade. Even if the market maker had nothing to do with
the fraud or manipulation. The rule would not only cover securities quoted in
the Pink Sheets and on the OTC Bulletin Board, but all corporate securities
traded over the counter such as foreign equities, high yield bonds, corporate
bonds and convertible securities. Market makers will be the new deep pockets
for class action lawyers.
     
Please review your proposed changes with the above comments in mind.  I work 
with small company owners who are trying to follow the SEC's rules and create 
a secondary market for their microcap stock.  These changes would impact them 
tremendously and quite negatively.  Thank you.
     
-Carolyn Smith
WBS&A, Ltd.
3 Glenway Drive
Austin, TX  78738
512-261-5200
512-261-3750 fax