April 5, 1999
     
Jonathan G. Katz, Secretary
Securities and Exchange Commission
Mail Stop 6-9
450 Fifth Street, NW
Washington, D.C. 20549
     
                        File No. S7-5-99
                        Re:     Proposed Amendments to Rule 15c2-11
Dear Mr. Katz:
     
        I am writing to voice my strong opposition to the proposed amendments to
Rule 15c2-11.
     
        I believe that the SEC is well-intentioned in its efforts to combat
microcap fraud; however, the proposed amendments to Rule 15c2-11 fail to 
recognize the devastating impact they will have on investors, small 
companies and the reputable and legitimate market makers and brokers who 
make a market in these stocks.
     
         Under the proposed amendments, the responsibility of regulating and
policing small company issuers, whether reporting or non-reporting, would 
effectively shift from the SEC to the market makers who trade these stocks. 
Market makers who choose to continue trading these issues would risk 
unlimited liability for the accuracy and truthfulness of financial 
information over which they have no control.  No legitimate broker or trader 
is going to accept that responsibility.  Instead, if this rule is 
implemented, legitimate market makers will cease to quote OTC Bulletin Board 
and Pink Sheet stocks - that means no liquidity for small company stocks, a 
loss in price transparency, wider spreads and a major drop in stock prices. 
It's the investing public who will be hurt, not those engaged in fraud.  In 
fact, according to a recent article in Business Week, this rule would play 
right into the hands of scam artists who manipulate stock prices, since they 
would come to dominate the microcap market once the legitimate traders and 
market makers pull out.
     
        Small companies account for a disproportionately large share of our
country's new job creation and technological innovation.  Small dynamic 
companies depend heavily on market liquidity to maintain their share value 
and access to the capital needed to continue growth and expansion.  The 
proposed amendments to Rule 15c2-11, if implemented, will have a devastating 
impact on small companies, their employees and their shareholders.  I urge 
that the proposed amendments be withdrawn and that this vital sector of the 
securities market be preserved.
     
                                                        Sincerely,
                                                        OCG Technology, Inc.
     
                                                        Edward C. Levine,
                                                        President