Subject: File No. S7-25-99
From: David C. Eaton
Affiliation: Estate Planning / Asset Management / Registered Representative

August 23, 2004

Please note that as a 20-year veteran of the financial services industry, and partner in a firm that manages and oversees over 300 million, The Securities and Exchange Commissions announcement that it is reopening for public comment a controversial rule exempting broker-dealers from the Investment Advisers Act of 1940 when offering fee-based brokerage programs is simply proposterous.

I know for a fact that employees of large wirehouses, from Merrill Lynch on down, hold themselves as consultants and advisors, including when their only compensation is based on the size and frequency of transactions.

The SECs noting significant continuing public interest in the rule proposal should be a clue. The Financial Planning Association FPA filing a lawsuit in federal court seeking judicial review, should be a warning.

Anyone providing financial advice and/or products should be governed by the same rules because the line is so gray, period. To separate only opens the door for abuse and hasnt the industry and american public had just about enough of that


David C. Eaton