Subject: File No. S7-7-97
Date:    5/2/97 6:00 PM
     
     
Re: Revision of Rule 144, Rule 145 and Form 144 , Release No. 33-7391; File 
No. S7-07-97
     
Dear Mr. Katz,
     
I'm not a lawyer or professional money manager but I do have an interest in 
seeing the SEC make certain changes to Rule 144.
     
In short, I am sitting on a pile of shares issues under the Rule by a former 
employer which I must now wait 3 years to sell.  This is nuts.  I believe the 
new changes will reduce this period by 1/3, to two years.  That's still nuts.
 Even a year would be too long in my case.  Can the new changes take my
plight into consideration ?  Why shouldn't "certain former employees" who do 
not hold any stake in a company be able to unload restricted shares on the 
open market (these shares were issues in lieu of cash) immediately without 
restriction, or at the very least, with some predefined dollar amount set as 
a ceiling? (the bright-line consideration?) 
     
Anyway, one man's lay opinion.  Thank you for your consideration.
     
Charles P. Lilienthal