Date:    4/6/99  1:21 PM

Subject: File No. S7-5-99

I am writing to express my opinion on the Reproposal of Amendments to Rule 
15c2-11.
     
I believe that these Amendments if enacted as reproposed will touch off a 
domino-effect in the micro-cap market that will create disastrous 
repercussions for both issuers and the investing public. Allow me to 
illustrate this chain of events as I foresee them.
     
1. The reproposal will require Market Makers to perform a quasi-regulatory 
function while forcing them to assume an inordinate amount of liability.
     
2. This will cause many brokerages to cease making markets in OTC stocks.
     
3. This will reduce the liquidity of those stocks causing lower stock prices 
and wider spreads. Thousands of individual investors will see the value of 
their investments plummet.
     
4. With reduced valuations and market liquidity in the OTC market, fewer 
brokers will deal in the market. This will cause the already meager flow of 
capital into the micro-cap community to be reduced substantially.
     
5. With restricted access to capital, companies will close and thousands of 
jobs will be lost.
     
6. Investors will file high profile lawsuits against these companies and 
their principals.
     
7. The media will once again hammer the stigma of "penny stocks" into the 
American conscience.
     
8. The SEC will once again be called upon to reduce "penny stock fraud," and 
the cycle will repeat itself through a new and even more onerous amendment 
to another regulation effecting the micro-cap market.
     
I am a member of the OTC-Bulletin Board Best Practices Committee, along with 
Richard Wulff, Larry Bergman, Frank Zarb and Patrick Campbell. As I stated 
at its initial meeting on February 25th., the regulatory community needs to 
make widespread changes to every facet of the micro-cap market --- 
incremental changes, without a view as to how they effect the "big picture" 
will serve only to exacerbate, rather than solve the problems we face in the 
OTC market.
     
I believe the SEC needs to make a fundamental decision: "Should micro-cap 
companies be allowed to raise capital through the sale of freely tradable 
securities?"
     
If not, change the laws and convince American entrepreneurs that the SEC is 
doing what is best for the American public.
     
I believe that the micro-cap market can be transformed from its current 
state to a fair and efficient market that creates real, lasting value for 
investors and issuers. If you agree, then work with the issuer, practitioner 
and investor communities to make the comprehensive changes required to make 
this a reality.
     
Thank you.
     
Steven Crane
CEO
CorpHQ Inc.
www.corphq.com
"The Internet's Virtual Corporation"
     
Tel.  562.308.7070 ext 6
Fax  562.308.7077