Date:    05/05/2000  4:03 PM

Subject: Rule:  SEC Release Nos. 34-42099; IA-1845,

Mr. Jonathan Katz, Secretary
Securities and Exchange Commission
550 Fifth Street, N.W.
Washington, D.C.
     
Dear Mr. Katz,
     
I am writing to express my opposition to SEC Release Nos. 34-42099; 
IA-1845, "Certain Broker-Dealers Deemed Not To Be Investment Advisers." 
We strongly agree with letter in you file Re: File No. S7-25-99. 
Chairman Levitt's address:
     
Thank  you for your consideration of this matter.
     
Sincerely,
     
John J. Ford, COO
Herbert R. Smith, Incorporated
P.O. Box 67000
Wichita Falls, TX  76307