Key Equity Investors, Inc.
63-54 82nd Place
Middle Village, NY 11379

October 10, 2003

Mr. Jonathan G. Katz
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Re: Rule-Making Petition 4-483

Dear Mr. Katz:

We have been significant investors in small capitalization equity securities for over twenty years. We are writing to express our strong support for the "Request for Rulemaking under Section 12(g)(5) of the Securities Exchange Act of 1934 concerning securities held in `Street Name'" (Rule-Making Petition 4-483). We find that there is currently an unambiguous and critical need to change the requirements for the deregistration of a security.

Over the past six months we, along with most small cap investors, have experienced a very troubling trend. The boards and managements of many of our small company investments have decided to deregister their equity securities and numerous others are seriously contemplating it. Companies with thousands of "beneficial shareholders" but less than 300 shareholders of record have taken advantage of the loophole in the legislation to leave public shareholders materially damaged. Their explicit justification has generally been to free themselves from the requirements of the Sarbanes-Oxley and Security Acts. Unfortunately, the current serious flaw in the law in the definition of "holders of a security" has provided an easy mechanism for many unethical companies to essentially "opt out" of the securities regulations. We believe that this is clearly not the intent of the regulations. Companies should not simply be allowed to "choose" to no longer be subject to regulations that they find demanding.

Investors buy securities with the explicit expectation that they will be provided protection by the Federal Securities Laws. Allowing companies to simply choose not to comply with the law by taking advantage of a technicality is certainly not the intent of the legislation.


Anthony Chiarenza