FOR IMMEDIATE RELEASE                                      97-28

            SEC TO CONSIDER ONE ITEM AT OPEN MEETING

     Washington, D.C., April 2, 1997 -- The Securities and Exchange
Commission will consider one item at an open meeting conducted
under the Government in the Sunshine Act on Thursday, April 3 at
10:00 a.m.  The meeting will be held in Room 1C30, at the
Commission's headquarters building, 450 Fifth Street, N.W.,
Washington, D.C.  The item for discussion is:
-    whether to adopt rules under the Investment Company Act of
     1940 to implement certain provisions of the National
     Securities Markets Improvement Act of 1996 (1996 Act) relating
     to privately offered investment companies.  The 1996 Act,
     among other things, amended Section 3(c) (1) of the Investment
     Company Act (the existing Exclusion from Investment Company
     Act regulation used by privately offered investment companies)
     and added Section 3(c) (7) to create a new exclusion from
     Regulation under the Investment Company Act for privately
     offered investment companies that consist solely of "qualified
     purchasers" owning or investing on a discretionary basis a
     specified amount of "investments."  The new rules would:
     define the term  "investments" for purposes of the qualified
     purchaser definition; define the term "beneficial owner" for
     purposes of the provisions that permit an existing privately
     offered investment company to convert into a qualified
     purchaser pool or to be treated as a qualified purchaser;
     address certain interpretative issues under Section 3(c) (7);
     address certain interpretative issues under Section 3(c) (1)
     resulting from changes made by the 1996 Act; address
     investments in privately offered investment companies by
     "knowledgeable employees"; and address certain transfers of
     securities issued by privately offered investment companies.

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Any member of the public who requires auxiliary aids such as a
sign-language interpreter or material on tape to attend a public
meeting should contact Rochelle Franks, Office of Administrative
and Personnel Management, to make arrangements.  Ms. Franks can be
reached at (202) 942-9558.  Staff members at the Commission are
encouraged to contact Ms. Franks if they receive inquiries on
availability of auxiliary aids.