Subject: File No. S7-3-98;
Date:    4/23/98 5:00 PM
     
     
Jonathan G. Katz, Secretary, 
Securities and Exchange Commission, 
Mail Stop 6-9, 
450 Fifth Street, N.W., Washington, D.C. 20549 
at: rule-comments@sec.gov . 
     
File No.S7-3-98; 
     
This deserves more consideration. many quality OTC companies will be 
devastated and small investors will lose billions due to market maker's 
backing off the market, due to their increased liability issues. I believe 
your intentions are good, but implementation would have to Very Very carefull.
     
Thank you