2/6/97

Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, N.W., Stop 6-9
Washington D.C. 20549

Email: rule-comments@sec.gov
RE: File No. S7-31-96

Dear Mr. Katz:
This letter shall serve as my comments to the proposed Rules  Implementing Amendments to the 
Investment Advisers Act of 1940.  I am a Registered Investment Adviser who would be adversely affected 
by the proposed rules, as would my clients.  I have less than $25 million of assets under management and 
am not required to register with New York State, my principal office and place of business, as I do not 
have 40 clients under management.  I currently am not required to be registered in New York and am not 
registered in New York.  I have a developing national practice with clients in the following States:  
  New York                Connecticut             California   New Jersey              Virginia                Florida

I currently am required to be registered with the Commission under section 203A (a)(1) because I am not 
required to be registered with New York. The Commission has requested comment on whether it should 
recommend that Congress amend section 203(a)(1) to prohibit an adviser from registering with the 
Commission if it has its principal office and place in a state that has enacted an investment adviser statute  
(regardless of whether that statute requires the adviser to register). 

The following comments are submitted in opposition to such an amendment. If amended in that manner I 
would not be permitted to register with  the Commission.  This prohibition would be unfair, a burden on 
interstate commerce and would otherwise be inconsistent with the purposes of Section 203A.

My clients, and the investing public that have engaged financial advisers who are not required to register 
at the state level, benefit from uniform federal regulatory oversight.  Commission registration instills 
confidence in the investing public.  I believe from my experience that a client in California, whose 
investment adviser is located in New York, would prefer to engage an investment adviser registered with 
the Commission subject to uniform federal oversight, rather than an adviser subject to New York's 
oversight.

Moreover, preclusion from Commission registration would likely cause investment advisers like myself, 
who have clients located in several states, to register in multiple states.  This would be both costly and 
burdensome.
It would create a situation where small investment advisers would be subject
to greater burdens and costs to stay in business than larger investment advisers.  This result is unfair and 
inconsistent with the purposes of the Act.  Congress intended that advisers with "a national or multi-state 
practice" be exempt from the registration prohibition.  An amendment prohibiting an adviser from 
registering with the Commission if it has its principal office and  place in a state that has enacted an 
investment adviser statute regardless of whether that statute requires the adviser to register
would be inconsistent with the intent to exempt from the registration
prohibition advisers with "a national or multistate practice".

Furthermore, an amendment prohibiting Commission registration may result in some investment advisers 
to lose clients, or terminate their business operations and may even cause some qualified people from 
entering the business.  This too would be a burden on interstate commerce and would otherwise be 
inconsistent with the purposes of  Section 203A. 

Thank you for your kind consideration of this matter.


Sincerely,


Scott D. Greenbaum CFP, CFS
lifegoals@aol.com