Subject: File No. S7-25-99
From: William T. Hepburn
Affiliation: President, Hepburn Capital Management, LLC

August 24, 2004

What has become called the Merrill Lynch rule flies in the face of the fair conduct doctrine in many of our securities regulations, and sets a terrible precedent: That if a rule is inconvenient, the broker dealer can ignore it.

The large wirehouse firms, who this rule benefits, are known for pressuring sales reps into offering certain products or services. To allow this to happen with no disclosure is a violation of faith the public puts in its Commissioners.

To allow large firms to operate with less disclosure than small firms, not only smacks of dual standards, but leaves the SEC open to more embarrassing flanking movements by the Elliott Spitzers of the world.

To allow this is not only unfair, but it seems foolhardy in the current era of regulatory scrutiny.