Subject: Rel. No. 34-39670; File No. S7-3-98
Date:    4/27/98 4:13 PM
     
     
The proposed rule changes regarding Rule 15c-211 would have a disaterous 
effect on those small companies seeking to be financed pursuant to a SCOR 
offering, Regulation A or Rule 504 of Regulation D.  It would eliminate 
the ability of companies to efficiently raise small amounts of capital 
(less than $5 million).  What is the point of providing companies with a 
lighter regulatory burden so that they may sell stock and then unduly 
restricting the resale of the same stock by the investors?
     
The increased information requirements for broker dealers will in no way 
increase the information available to investors.  It would simply put 
another regulatory burden on broker dealers and further scare them away 
from making a market in a microcap company.  Broker Dealers intent on 
defrauding the public will continue to do so until they are sufficiently 
scared of SEC enforcement and penalties.  
     
Additionally, requiring micro-cap companies to to comply with the 
reporting requirements of the Securities Exchange Act of 1934 would put 
an enormous strain on the personnel and capital resources of these 
companies greatly increasing the cost of capital.
     
Jonathan D. Leinwand, Esq.
Jonathan D. Leinwand, P.A.
Attorneys At Law
jdlpa@aol.com