Date:    4/6/99  2:09 PM

Subject: File #S7-5-99

Greetings:
     
I have read about your new proposal, and the comments made by journalists and 
brokers-dealers about the changes to 15c2-11.  What concerns me the most is 
the fact that this is the best the SEC can come up with.  That is scary!  You 
people are supposed to understand the entire market and how it affects people 
not only in this country, but worldwide.  It appears you have too many chiefs 
and not enough indians at the SEC.
     
To say that you people have not clearly thought out all the ramifications of 
your proposal, is an incredible understatement.  What on earth are you people 
thinking of?  Are you people thinking at all?
     
Cracking down on the fraud which relates to the OTCBB stocks is great.  I'm 
all for it.  But come on folks, can't anyone at the SEC do better than this? 
You're all supposed to be intelligent adults.  What happened?
     
I have a much better idea.  Why don't you scrap this absurd proposal, stick 
all your egos in your back pocket (which is always the main stumbling block), 
call for a major meeting of Marker Makers and industry professionals from 
around the country, and get their advice and input?  Quit trying to convince 
yourselves that you all the ultimate experts here, because, judging from this 
proposal, it's quite obvious you are not.
     
Instead of putting the Market Makers, broker-dealers under the gun, why don't 
you put the onus on the reporting companies?  The SEC should make all OTCBB 
companies file a "truth in reporting" contract.  In that contract, all the 
rules would be laid out.  They would have to sign it.  That way, they would 
be responsible for all reporting and updates. If they misrepresent themselves 
and/or don't report on time and don't disclose all information, they would be 
responsible to their investors, not the MM's or broker-dealers.
     
They could also be required to post a bond, dependent on the size of their 
company, i.e., make them put up their own money in advance.  This is just an 
idea, but it sounds like a better idea than the one you've come up with.
     
Come on, folks, you can do better than this, can't you?  Remember, this 
affects millions of people in this country.  Protecting us is a good idea, 
but you have to use some common sense here.
     
The big problem here, and it always boils down to this, are the massive egos 
involved.  Everyone just loves to think they have the 'perfect' solution, and 
as long as everyone pats them on the back and tells them what a great job 
they're doing, everything is hunky dory.
     
But oh my, try telling someone they've blown it, that their proposal is 
absurd and a disaster, and watch what happens to the ego.  It gets all bent 
out of shape.  They then take a very defensive posture, and no matter how 
horrible the proposal is, they will convince themselves that they are right, 
and everyone else is wrong.  It's the "rat trapped in a corner" scenario.  
They will defend what they have done to the day they die.  And sadly, that's 
what always happens in these situations.  That's what keeps us from getting 
great bills from Congress, or great ideas from companies, or individuals, or 
any entity:  a perceived attack on the ole' ego.  It'll be the death of us 
all, someday.
     
Take a deep breath, go back and rethink this.  Look to other professionals 
out there that can give you some great input.  Toss around as many scenarios 
as possible, use some common sense, and only then come back with a proposal 
that makes sense.  But please, just once, someone do the right thing?  It 
would be such a breath of fresh air!
     
Sincerely,
     
Kirk Anderson