Date:    05/09/2000  10:04 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."
     
The proposal harms investor protection and erodes the level playing field 
currently in place for financial planners who are registered investment 
advisers.  It gives an unfair competitive advantage and regulatory exemption 
to large brokerage houses. It shields them from important diclosure that 
could otherwise change an investor's mind.
     
In short, it doesn't protect the investor and it hurts the independent 
financial planner by giving more power to large brokerage firms.
     
Sincerely,
     
John M. Potter, CFP, CPA/PFS