February 3, 1997
     
Jonathan G. Katz
Secretary, Securities and Exchange Commission 
450 Fifth Street NW
Washington, DC 20549
     
To:     rule-comments@sec.gov
     
Re:     Comments Regarding Proposed Investment Advisor Registration Rules
        Your File No. S7-31-96
     
Dear Mr. Katz:
     
The SEC proposes to issue rules under the Securities Market Improvements Act 
of 1996 requiring de-registration of those advisors now registered with the 
SEC but having less than $25 million under management.  I have been 
registered with the State of California and the SEC for many years, and do 
not presently have $25 million under management.   
     
I concur with the intent of the law and the proposed rules to eliminate 
multiple registration.
     
While I do not presently have $25 million under management and am not likely 
to within the next year, my business is growing well, and it is entirely 
likely that I will cross that threshold within two to three years.  
     
My primary concern with the proposed rules is that they force 
de-registration under circumstances where re-registration is quite likely in 
the not too distant future.   I ask that the proposed rules "grandfather" 
existing registrants in good standing de-registered solely because they did 
not meet the $25 million threshold so they may re-register without having to 
meet different examination or admission standards or paying fees applicable 
to new registrants.  In effect, current registrants in good standing should 
have their registration "suspended" or "deactivated," to be reactivated 
solely by the filing of a current ADV when they surpass the $25 million 
threshold.
     
Rule 203A-1 does not address my concern, but only defers the issue until the 
advisor reaches $30 million under management.
     
Thank you for considering my comments.
     
Pacific Fidelity Management (801-40379)
     
     
David W. Raub, Principal