Opening Statement of Chairman Arthur Levitt
                     Open Commission Meeting
                        October 15, 1998

We are here to consider two matters presented by the
Division of Corporation Finance.  Each will have its own
presentation and vote.  The first is the Securities Act Reform
Project and the second matter is the Reform Project for Mergers
and Acquisitions.

Securities Act Reform Project

For more than 30 years corporate finance scholars have
debated ways to modernize the capital formation system.  After
about 15 years of debate, the Commission adopted what was dubbed
the "integrated disclosure" system ... a system designed to merge
the Securities Act transactional disclosures in prospectuses with
the Exchange Act's company disclosure requirements in periodic
reports.  The then new system was both cheered and jeered by
different groups of observers.

During the past 15 years there have been growing calls for
further reforms and modernization.  While the sands of time were
running:  the capital markets grew exponentially; technology in
the form of fax machines, CD-ROMs, and the Internet arrived on
the scene; investment banking practices changed, displaying a
rising trend of focusing on institutional buyers; and a clear
investor desire for more information has emerged in a world of
readily available news, analysis, research and company
announcements.

During my tenure as Chairman, we have commissioned an
Advisory Committee Study (ably led by former Commissioner
Wallman) and a concept release on reform of the capital markets.
Congress also, for the first time, gave us the tools to adapt
some of the restrictions of the Securities Act of 1933 to today's
capital markets.  For the past two years the Division of
Corporation Finance has been studying the area, visiting with
experts, and reviewing comment letters in response to the concept
release.

Today is a historic moment to unveil a package of reforms
that (in conjunction with the second release to be considered
today) is broader in scope than what has ever been ventured in
this area before by the Commission.  Not only are there ideas for
improving the securities offering process, but the staff has gone
beyond to address needed reforms in the areas of communication,
Exchange Act periodic reports, mergers and acquisitions, and the
proxy rules.

The premise of today's proposals is that investors benefit
from more information, that is more targeted to the reader, and
that is delivered in a more timely and technologically-friendly
manner.  Added flexibility and certainty for issuers are intended
to keep capital formation efficient and nimble, but we strive to
make investor protection the touchstone of any project we
undertake.

Undoubtedly, a subject this controversial will generate some
concerns from all quarters.  Some will think we have gone too far
while others will complain that we didn't go far enough.  Reform
is rarely easy but is often necessary.  I believe the time has
come to move forward with a proposal that builds on the successes
of our current system, rather than creating one that simply casts
our system onto the scrap heap of history.  While any project can
benefit from further study, this project (also known as "the
aircraft carrier") needs to set sail.  As William Shedd,
theologian and author, once said "A ship in the harbor is safe,
but that is not what ships are built for."

I will now turn the program over to Brian Lane, the director
of the Division of Corporation Finance to give us an overview of
today's first set of proposals.
                                
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