Date:    4/7/99  10:58 AM

ATTN: Jonathan G. Katz,
Secretary, SEC
     
Re: File no. S7-5-99
     
Dear Sir or Madam,
     
I am writing about the proposed changes to Rule 15c2-11.
     
Although we are certainly in agreement with the intended purpose of 
finding a way to stop the fraud in the market place this particular rule 
change could very well increase the abuses it seeks to irradiate. 
Legitimate market makers are not going to take on, nor should they be 
asked to assume unlimited risk in trading securities of companies which 
they have no control over.
     
At the very least these amendments would irreparably damage the microcap 
market and the companies whose securities are traded in these markets. 
Investors would lose, companies would lose and the country would lose a 
viable market place for small companies that need these markets to raise 
capital. This country was raised on the ability and opportunities for 
small entrepreneurs to raise money and extend their influence in the 
business community. Should these avenues be cut off from legitimate 
companies the only ones that could afford to use these markets would be 
the scam artists.
     
The growth and continued success of this country depends on a free 
market place for creativity and innovation to thrive. These rule changes 
would severely hamper the genius that keeps our country ahead of the 
world in product developments and finding new ways to solve the worlds 
problems. If there is no access to the markets for small companies we 
will no longer be THE WORLDS GREATEST COUNTRY.
     
These changes are not in the best interest of our economy and country. 
Please do what you can to see that they are not implemented. 
     
Thank you for your attention.
     
Sincerely,
     
Roger Ellsworth
Investor