Date: Wednesday, April 05, 2000 3:28 PM
Subject: Proposed Regulation FD, File No. S7-31-99
     
     
Brian J. Donovan
Attorney at Law
P.O. Box 7455
Wesley Chapel, FL 33543
(813)973-4050



April 5, 2000

Jonathan G. Katz
Secretary
The Securities and Exchange Commission 
450 Fifth Street, NW
Washington, D.C. 20549

Re: Proposed Regulation FD, File No. S7-31-99 


Dear Mr. Katz:

I fully support the spirit and intent of Regulation FD.  However, I believe
that it is merely a baby step in the direction of finding a cure for the 
cancer of selective disclosure.  I offer the following comments:


(a)  Materiality - Regulation FD addresses the selective 
disclosure of
+AD4AIg-material nonpublic information.  The Regulation relies on the same 
definition of material as is generally applicable under the 
federal
securities laws: information is material if there is a substantial 
likelihood that a reasonable shareholder would consider it important 
in
making an investment decision, or if it would have significantly 
altered
the 'total mix' of information made available.  The Regulation does 
not
define material but rather relies on the definition in current 
case law.
This affords the issuer with a loophole which renders Regulation FD 
virtually meaningless.  Any first-year law student worth his or her salt 
can
argue whether a fact is or is not material under this broad 
definition.
I agree that materiality issues do not lend themselves to a bright-line 
test.  However, given the technological advancements in recent years, 
there is no justification for having to argue the issue of materiality. 
All information can, and should, be made simultaneously available to 
the general public, the media, securities analysts and institutional 
investors via the Internet.

(b)  Disclosure - The Regulation allows the issuer to make the 
required
public disclosure by: (a) filing a Form 8-K with the SEC or, in the case of
foreign issuers, by filing a Form 6-K+ADs-  (b) disseminating a press 
release+ADs-
OR  (c) providing public access to the conference call or meeting, i.e., 
via
personal attendance, or by telephonic or electronic transmission. The 
Internet is currently available to all issuers.  It is cost-effective and 
should provide a significant number of, if not all, investors sufficient
access.  The Regulation should require that the issuer maintain a website 
and that information be immediately posted on the issuer's website. 
Any information disseminated to a securities analyst or institutional 
investor should be disseminated solely through the issuer's
website.  The issuer should also be required to file a Form 8-K within 
one business day AND provide public access to the conference call or 
meeting via personal attendance, or by telephonic or electronic 
transmission.

(c)  Intentional vs. Non-intentional - There should be 
no distinction
between intentional and non-intentional disclosures for
purposes of the
timing of public disclosures.

(d)  Analyst - Neither issuers nor analysts should be permitted 
to treat
information, whether material or non-material as a 
commodity that can
be
selectively parceled out and sold on the retail level to investors. 
Analysts should analyze information.  They should be allowed to profit 
from their expertise.  However, they should not be allowed to profit from 
merely re-selling selectively disclosed information to the public.

Investor confidence in market integrity will only increase when: 
(a) the SEC decides to employ sufficient staff to enforce its current 
regulations+ADs- and  (b) real time financial reporting and 
information
dissemination by all issuers is made mandatory and loophole free.


Sincerely,

Brian J. Donovan, Esq.