Date:    4/6/99  2:20 PM

Subject: File No. S7-5-99

To Whom it May Concern:
     
I am writing this e-mail to let the SEC know of my opposition to the 
reproposition of Rule 15c2-11.
     
As a small investor who owns several OTC stocks, it is my fear that forcing 
Market Makers to be responsible for the legitimacy of the companies in which 
they make a market will result in reduced liquidity,  or  the disappearance 
of any liquidity whatsoever.     
     
It is NOT the role of Market Makers to actively seek out fraud; that is the 
responsibility of the SEC and various other regulatory agencies.    
Compelling Market Makers to do so will probably result in a decisioin by 
Market Makers to avoid OTC stocks all together; for fear of investor 
lawsuits, or other legal entanglements.
     
As it now stands, many OTC stocks are very difficult to trade; some brokers 
charge extra fees, some won't even take an OTC order.    In my opinion, in 
addition to reducing fraud by OTC companies, it is ALSO just as important to 
find solutions to remedy the serious lack of liquidity that exists for OTC 
stocks.   Without liquidity, there won't be fraud; but, there also won't be 
any investing going on.    Rule15c2-11 will exacerbate the problem of 
liquidity while resolving nothing (should Market Makers decide to avoid OTC 
stocks).    Investors will lose out, and good companies will be harshly and 
unfarily punished.
     
Please don't "throw the baby out with the bathwater."    Please reconsider.
     
Thank You.
     
Sincerely,
David L. Taylor
401 West 24 Street - Apt. 2
New York, NY 10011