Sent by e-mail                                         March 20, 1997
     
     
     
        Mr. Jonathan Katz
        Secretary
        U. S.  Securities and Exchange Commission 
        450 5th Street, NW
        Washington, DC  20549
     
        Re:     Release No. 34-38159
        File No. S7-27-96
     
        Dear Secretary Katz:
     
        I am writing on behalf of the Business Services Division of the
Mississippi Secretary of State's Office ("the Division") regarding the 
above-referenced release (the "Release").  Our office wishes to commend 
the Commission on your hard work in promulgating new rules regarding 
books and records requirements.  The proposed amendments are a positive 
example of the results that can come from cooperation between the 
Commission, industry, and the states.
     
        We believe the proposed rules reasonably balance the needs of
industry, investors, and securities regulators.  Any additional burdens 
these rules may place on the industry will be more that counter-balanced 
by the benefits they provide.  The documentation required by these 
proposed amendments will go a long way toward documenting the compliance 
of the industry in its dealing with the investing public.  In addition, 
such documentation will  provide the securities industry with 
demonstrative evidence of compliance.  We urge the commission to adopt 
the rules in their present form.
     
        Thank you for your consideration of our comments. Please contact me at
(601) 359-6364, if you have any questions regarding these comments.
     
        Respectfully yours,
     
     
     
     
        James Anderson, Jr.
        Assistant Secretary of State for Securities