Date:    4/6/99  3:08 PM

Subject: Re file # S7-5-99

Dear Mr. Katz,
     
Re File # S7-5-99
     
        My firm has been a market participant in the pink sheets and the OTC 
Bulletin Board since 1978. We specialize in dormant securities of high 
intrinsic value. From a commercial point of view, the proposed amendments 
would lead to our withdrawal from quoting many companies' shares. I can't 
expect the social engineers who proposed these amendments to care for my 
firm's financial health. I would hope they'd realized the deleterious effects 
on the trading liquidity of many shares and the consequent reduction in value 
to the shareholders of this country.
     
                                                Sincerely,
     
                                                Robert E. Kelly, CFA