Subject: File No. S7-19-04
From: Jay Sanet

June 16, 2004

Would adoption of the Form S-8 proposal effectively deter fraudulent and abusive use of Form S-8? NO

Would prohibiting shell companies from using Form S-8 unduly hinder legitimate shell companies from offering securities to employees? YES

Should any shell companies, or companies that have been shell companies within 60 days, be permitted to use Form S-8? If so, under what specific circumstances? Only for legitimate services that are provided by legitimate vendors. Law firms should be considered as legitimate vendors.

Is the proposed 60-day waiting period too long? Should it be shorter, such as 30 days? NO

Is the proposed 60-day waiting period too short? Should it be longer, such as 90 days? NO

Is the waiting period proposed in 1999 preferable? N/A

Should the waiting period be tied to some event other than filing of Form 10-equivalent information? For instance, should we provide that a shell company may use Form S-8 once a specific period of time has elapsed since completion of the transaction in which it ceases being a shell company, or a specified number of days after it files a periodic report on Form 10-K, Form 10-Q, Form 10-KSB or Form 10-QSB? Specific number of days after it files a report. It could also be tied to an event after it files a report.

Can you suggest a different waiting period or other alternative condition to Form S-8 availability that would adequately protect the markets and investors without adversely affecting the new business of the company? 71 days

Instead of prohibiting use of Form S-8 by shell companies, could we more effectively deter fraudulent and abusive conduct by shell companies by restricting the use of Form S-8 in other ways? Prohibit the use of S-8 for paying any investor relations firms, and/or for any reason related to raising capital. Employee benefit plans must be treated as a sacred cow.