Date:    05/08/2000  9:07 AM

Subject: RE: File No. S7-25-99

I am writing to express my opposition to SEC Release Nos. 34-42099; 
IA-1845, "Certain Broker-Dealers Deemed Not To Be Investment Advisers" 
for the following reasons:
     
    1.  The proposed Rule hurts the investor.
    2.  The proposed Rule hurts investment advisers.
     
Thank you,
Bob Gordon