SECURITIES AND EXCHANGE COMMISSION

     17 CFR PARTS 232, 240, and 249

     [Release Nos. 34-38800; IC-22731.  File No. S7-18-97]

     RIN  3235-AG97

     Rulemaking for EDGAR System

     AGENCY:  Securities and Exchange Commission

     ACTION:  Proposed Rules

     SUMMARY:  The Securities and Exchange Commission ("Commission") is

     proposing to require electronic filing of Form 13F by institutional

     investment managers via the Electronic Data Gathering, Analysis, and

     Retrieval ("EDGAR") system.  The proposal would require filings of Form 13F

     to be made by either direct transmission, magnetic tape, or diskette. 

     Under this proposal, these reports would be filed electronically and have

     the same degree of availability to the public as other Commission

     electronic filings.

     DATES:  Comments must be submitted on or before August 7, 1997.

     ADDRESSES:  Comments should be submitted in triplicate to Jonathan G. Katz,

     Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W.,

     Washington, D.C. 20549.  Comments also may be submitted electronically at

     the following E-mail address:  rule-comments@sec.gov.  All comment letters

     should refer to File No. S7-18-97; this file number should be included in

     the subject line if E-mail is used.  Comment letters will be available for

     inspection and copying in the Commission's Public Reference Room, 450 Fifth

     Street, N.W., Washington, D.C.  20549.  Electronically submitted comment

     letters will also be posted on the Commission's Internet Web Site

     (http://www.sec.gov).





     FOR FURTHER INFORMATION CONTACT:  Anthony A. Vertuno, Senior Special

     Counsel, or Ruth Armfield Sanders, Senior Counsel, Division of Investment

     Management, at (202) 942-0591 or (202) 942-0633.

     SUPPLEMENTARY INFORMATION:  The Commission requests public comment on a

     proposal to require mandatory electronic filing of Form 13F<(1)> by

     institutional investment managers in accordance with the Commission's rules

     implementing the EDGAR system.<(2)>  The changes, if adopted, will

     affect Regulation S-T; rules 13f-1 and 13f-2<(3)> under the Securities

     Exchange Act of 1934 ("Exchange Act");<(4)> and Forms 13F and 13F-

     E<(5)>  under the Exchange Act.  

                              

          <(1)>     17 CFR 249.325.


          <(2)>     For a comprehensive discussion of the rules adopted by
                    the Commission governing mandated electronic filing,
                    see Release Nos. 33-6977 (Feb. 23, 1993) [58 FR 14628],
                    IC-19284 (Feb. 23, 1993) [58 FR 14848], 35-25746 (Feb.
                    23, 1993) [58 FR 14999], and 33-6980 (Feb. 23, 1993)
                    [58 FR 15009].  See also Release No. 33-7072 (July 8,
                    1994 [59 FR 36258], relating to implementation of
                    Financial Data Schedules, Release No. 33-7122 (Dec. 19,
                    1994) [59 FR 67752], making the EDGAR rules final and
                    applicable to all domestic registrants and adopting
                    minor amendments to the EDGAR rules, and Release No.
                    33-7241 (Nov. 13, 1995) [60 FR 57682], adopting an
                    updated EDGAR Filer Manual, version 4.40 (the "EDGAR
                    Filer Manual") and technical amendments to the EDGAR
                    rules.  See also Release No. 33-7427 (July 1, 1997)
                    adopting certain technical amendments to the EDGAR
                    rules.


          <(3)>     17 CFR 240.13f-1 and 240.13f-2.


          <(4)>     15 U.S.C. 78a et seq.


          <(5)>     17 CFR 249.326.


                              ======END OF PAGE 2======





     I.   BACKGROUND AND PROPOSED AMENDMENTS

          In February 1993, the Commission adopted Regulation S-T, governing

     mandatory electronic filing, and a number of amendments to its rules,

     schedules and forms, to implement the EDGAR system and require registrants

     whose filings are processed by the Division of Corporation Finance and the

     Division of Investment Management to make most of their submissions

     electronically.  A graduated phase-in process to mandatory electronic

     filing began on April 26, 1993, and ended on May 6, 1996, when all filers

     not previously phased in became subject to mandatory electronic filing.

          The Commission has gained substantial experience with the EDGAR system

     and its implementing regulations since the first mandated filings were made

     in April 1993 and has determined that it should proceed with mandatory

     electronic filing of Form 13F.  The public interest in having these

     reports, along with other filings, available electronically has increased,

     and the Commission believes these reports should have the same degree of

     availability as other Commission filings.  The specific proposal is set

     forth below.

          A.  General

          Form 13F reports are filed by institutional investment managers to

     report certain equity securities holdings of their managed

     accounts.<(6)>  During phase-in to mandatory electronic filing, filers

                              

          <(6)>     Section 13(f)(1) of the Exchange Act [15 U.S.C.
                    78m(f)(1)] requires institutional investment managers
                    exercising investment discretion over accounts holding
                    at least $100 million in fair market value of certain
                    equity securities to file a report on Form 13F with the
                    Commission at the times set forth in rule 13f-1 [17 CFR
                    240.13f-1].


                              ======END OF PAGE 3======





     have not been required to file Form 13F reports electronically.  Currently,

     Form 13F reports can be filed electronically on Form 13F-E, the electronic

     version of Form 13F, on a voluntary basis.<(7)>  Now that filer phase-

     in has been completed, the Commission proposes to make electronic filing of

     Form 13F mandatory.

          Unlike other EDGAR submissions, which can be prepared and filed as

     "free text" documents, Form 13F-E must be prepared as a structured file

     with a position-sensitive layout of data records.<(8)>  To help ensure

     that filers used the specified structure, the Commission requires Form 13F-

     E to be submitted by magnetic tape.  Form 13F-E reports consist of large

     numbers of similar data records, and magnetic tape filings provide an

     efficient means of standardizing the filing format and facilitating

     automated and accurate transfer and tabulation of the reported









                              

          <(7)>     In the EDGAR Pilot system and following the opening of
                    the operational EDGAR system, Form 13F reports could be
                    filed on Form 13F-E, under temporary rule 13f-2(T) [17
                    CFR 240.13f-2(T)], proposed in Release No. 34-23694
                    (Oct. 8, 1986) [51 FR 37291], adopted in Release
                    No. 34-24206 (Mar. 12, 1987) [52 FR 9151], amended to
                    govern the filing of Form 13F on operational EDGAR in
                    Release No. IC-18664 (Apr. 20, 1992) [57 FR 18223], and
                    made permanent with minor amendments in Release No. IC-
                    19284.  See Rule 101(b)(7) of Regulation S-T [17 CFR
                    232.101(b)(7)].


          <(8)>     Instructions for filing electronically Form 13F-E
                    appear in the form and in the EDGAR Filer Manual.


                              ======END OF PAGE 4======





     data.<(9)>  However, only about five percent of the approximately 1800

     filers of Form 13F choose to file the form electronically on Form 13F-E.

          The standardized format is also used by EDGAR, which performs some

     pre-dissemination processing of the filings.  Successful pre-dissemination

     processing<(10)> depends directly on the filer's compliance with the

     format requirements for the form.

          Electronic filing of reports on Form 13F-E is optional under the

     current EDGAR filing rules because many filers do not have the ability to

     produce magnetic tape filings.  However, the Commission is aware of

     increasing demand for the electronic availability of reports on Form

     13F.<(11)>  For example, the Commission believes that shareholders

     may find the information contained in Form 13F filings useful in tracking

                              

          <(9)>     Section 13(f)(3) of the Exchange Act requires the
                    Commission to tabulate the information reported under
                    Section 13(f)(1).  Disclosure Inc., under contract with
                    the Commission, tabulates the reported securities
                    holdings both by the issuer of the securities being
                    held (showing the portfolio manager whose clients hold
                    the securities) and by reporting portfolio manager
                    (showing the securities being held by each reporting
                    portfolio manager).  These tabulations are made
                    available in the Commission's public reference room and
                    are published by Disclosure Inc. in both hard copy and
                    on-line computerized form.


          <(10)>    Pre-dissemination processing of Form 13F-E includes
                    pagination, insertion of column headings on each page,
                    and make-up of a cover page for the filing using data
                    elements tagged by the filer.


          <(11)>    Currently, only the reports filed voluntarily via EDGAR
                    on Form 13F-E are disseminated electronically and
                    available on the Commission's Internet Web Site,
                    whereas other public disclosure filings are required to
                    be filed via EDGAR and are disseminated and available
                    electronically.

                              ======END OF PAGE 5======





     institutional investor holdings in their investments and that issuers, too,

     may find detail as to institutional investor holdings useful, since much of

     their shareholder list may reflect holdings in "street name," rather than

     beneficial ownership.  Mandatory electronic dissemination of this data

     would help insure timely and efficient dissemination of this important

     information.  The Commission believes that these reports should have the

     same degree of availability as other Commission filings.  Therefore, the

     Commission is now proposing to make the electronic filing of Form 13F

     reports mandatory and to provide for the filing of these reports by direct

     transmission and diskette as well as by magnetic tape.  The Commission does

     not propose to apply the detailed formatting requirements of Form 13F-E to

     the mandatory electronic submission of Form 13F.  The Commission proposes

     that filers prepare Form 13F as they do other electronic submissions,

     although the basic tabular presentation of data would be retained, as is

     currently the case with Form 13F reports filed in paper.  Disseminators and

     other users of Form 13F data would be responsible for extracting the data

     and for standardizing its presentation, to the extent desirable.

          B.  Changes to Rule 13f-1 and Form 13F

          The proposals would amend rule 13f-1 to address the requirements for

     filing amendments to Form 13F and would make certain revisions to Form 13F,

     as described below.<(12)>



                              

          <(12)>    The revisions to Form 13F would be made to accommodate
                    more easily the preparation of the form as an
                    electronic filing.  The proposals would also remove
                    Form 13F-E and rule 13f-2 [17 CFR 240.13f-2], which
                    governs the filing of Form 13F-E on EDGAR.


                              ======END OF PAGE 6======





          Requests for confidential treatment<(13)> of Form 13F

     information and the information for which confidential treatment is

     requested will continue to be required to be filed in paper.<(14)>  

     Upon denial of a confidential treatment request, or the expiration of

     confidential treatment previously granted, the filer would be required to

     submit the material electronically.<(15)>

               1.  Rule 13f-1

          Under the proposals, rule 13f-1 would be revised by adding a new

     subparagraph governing the filing of amendments to Form 13F.<(16)> 

     The new paragraph would require that each amendment to a Form 13F either

     restate the form in its entirety, as amended, or designate the amendment as



                              

          <(13)>    Requests for confidential treatment may be filed
                    pursuant to Section 13(f)(3) of the Exchange Act [15
                    U.S.C. 78m(f)(3)].  Instruction D of current Form 13F
                    references that section and further provides for
                    confidential treatment for up to one year for certain
                    open risk arbitrage positions for which required
                    representations are included in the request.  Proposed
                    Instructions for Confidential Treatment Requests for
                    revised Form 13F include the same provisions.


          <(14)>    This is consistent with the treatment of other requests
                    for confidential treatment under the EDGAR system.  See
                    Rule 101(c)(1)(i) [17 CFR 232.101(c)(1)(i)].


          <(15)>    Each quarter approximately 50 managers would be
                    required to re-submit electronically information
                    previously submitted in paper in connection with a
                    request for confidential treatment.  See supra footnote
                    14.


          <(16)>    See paragraph (a)(2) of rule 13f-1 [17 CFR 240.13f-
                    1(a)(1)] as proposed.


                              ======END OF PAGE 7======





     containing only additions to the previous filed report.  The paragraph

     would also provide for the sequential numbering of amendments.

               2.  Form 13F

          The revised Form 13F, as proposed, would not differ substantively from

     the current Form 13F, although there would be some differences in

     organization and presentation.  The revised Form 13F would be in a three-

     part format, consisting of a Form 13F Cover Page (the "Cover Page"), a Form

     13F Summary Page (the "Summary Page"), and a Form 13F Information Table

     (the "Information Table").<(17)>  The proposed contents of each of

     these parts, as well as the content of certain proposed form instructions,

     are summarized below.

          o  Cover Page.  The Cover Page would include the information included

     in current Form 13F, such as the period end date;<(18)> the name and

     address of the institutional investment manager filing the report; the

     signature, name, title and phone number of the person signing the report;

     and, if applicable, a List of Other Managers Reporting for this

     Manager.<(19)>.  The Cover Page as proposed would also provide for

     the identification of an amendment filing;<(20)> the inclusion of the

     13F file number of the manager filing the report; and the designation of

     the report as one that names other reporting manager(s) reporting for the
                              

          <(17)>    See Special Instruction 1 for Form 13F as proposed.


          <(18)>    See Special Instruction 2 for Form 13F as proposed.


          <(19)>    See Special Instruction 7 for Form 13F as proposed.


          <(20)>    See Special Instruction 3 for Form 13F as proposed.


                              ======END OF PAGE 8======





     filer, reports holdings over which the reporting manager exercises

     discretion, or both.<(21)> 

          o  Summary Page.  The Summary Page, as proposed, would include a List

     of Other Included Managers for which the filer is reporting<(22)> and

     a new Report Summary.  The Report Summary would contain the Number of Other

     Included Managers, an Information Table Entry Total, and an Information

     Table Value Total.<(23)>  These three items would provide a useful

     and convenient summary of key information included elsewhere in the report

     and also provide a means for cross-checking to ensure that the report as

     accepted and disseminated is the complete report as intended to be filed.

          o  Information Table.  The Information Table, as proposed, would call

     for the same information as Items 1 through 8 of current Form

     13F.<(24)>

          o  Certain Proposed Instructions.  Proposed General Instruction 3 for

     Form 13F would retain the requirement that copies of the form be filed with

     the appropriate regulatory agency.<(25)>  However, this instruction

     would clarify that the manager may satisfy its obligation to file with
                              

          <(21)>    See Special Instruction 6 for Form 13F as proposed.


          <(22)>    See Special Instruction 9 for Form 13F as proposed. 
                    The requirement in the current Form 13F and 13F-E that
                    other included managers be listed alphabetically would
                    be eliminated.


          <(23)>    See Special Instruction 8 for Form 13F as proposed.


          <(24)>    See Special Instruction 13 for Form 13F as proposed.


          <(25)>    See General Instruction C for current Form 13F.


                              ======END OF PAGE 9======





     another regulatory agency by sending a printed copy of the EDGAR filing

     with the confidential access codes removed or blanked out.

          Proposed General Instruction 4 would retain a reference to the

     Official List of Section 13(f) securities.<(26)>  Proposed Special

     Instruction 14 would include guidance on the preparation of Form 13F for

     electronic filing, addressing such topics as maximum line length, page tag

     requirements, and selection of EDGAR submission types.

          C.  Changes to Regulation S-T

          Regulation S-T, which governs the preparation and submission of

     electronic filings to the Commission, would be amended as described below

     in connection with the mandatory electronic submission of Form 13F:

     o    Rule 101(a)(1)(iii) of Regulation S-T.  The Regulation S-T list of

          mandated electronic submissions would be revised to remove the

          exclusion of Form 13F from the list of mandated electronic filings.

     o    Rule 101(b)(7) of Regulation S-T.  Reports on Form 13F would be

          removed from those allowed but not required to be submitted in

          electronic format.



          D.  Request for Comment

          The Commission requests comment on its proposal to make the electronic

     submission of reports on Form 13F mandatory.  The Commission also requests

     comment on the proposed amendments to Regulation S-T and rule 13f-1, and on

     the proposed revised format of Form 13F.  The Commission also seeks comment

     on whether, in conjunction with mandatory electronic filing, it should

                              

          <(26)>    See General Instruction E for current Form 13F.


                              ======END OF PAGE 10======





     retain either the current Form 13F-E requirement that reports be submitted

     only by magnetic tape or the current Form 13F-E formatting requirements.

     II.  GENERAL REQUEST FOR COMMENT

          Comment is solicited with regard to each proposal respecting the

     viewpoints of both the filers and the users of information filed via EDGAR. 

     Commenters should address any alternatives to these proposals they deem

     appropriate.  The Commission also requests comment on whether the

     proposals, if adopted, would have an adverse effect on competition that is

     neither necessary nor appropriate in furthering the purposes of the

     Exchange Act.  The Commission requests comment on whether the proposals, if

     adopted, would promote efficiency, competition, and capital formation.  The

     Commission also requests comment on whether the public considers this a

     major or minor rule change.  Comments will be considered by the Commission

     in compliance with its responsibilities under Section 2(b) of the

     Securities Act of 1933<(27)> and Section 3(f) of the Exchange

     Act.<(28)>  The Commission encourages commenters to provide empirical

     data or other facts to support their views.  Comments will be considered by

     the Commission in complying with its responsibilities under Section 23(a)

     of the Exchange Act.<(29)>  Comments should be addressed to Jonathan

     G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street,

     N.W., Washington D.C.  20549.  Comments also may be submitted

                              

          <(27)>    15 U.S.C. 77b(b).


          <(28)>    15 U.S.C. 78c(f).


          <(29)>    15 U.S.C. 78w(a).


                              ======END OF PAGE 11======





     electronically at the following E-mail address: rule-comments@sec.gov.  All

     comment letters should refer to File Number S7-18-97.  This file number

     should be included on the subject line if E-mail is used.  

     III. COST-BENEFIT ANALYSIS

          To assist the Commission in its evaluation of the costs and benefits

     that may result from the proposed changes contained in this release,

     commenters are requested to provide their views and data relating to any

     costs and benefits associated with these proposals.  It is anticipated that

     these proposals will not affect significantly the costs and burdens

     associated with filing requirements generally, or specifically with respect

     to electronic filing.

          In addition, Section 23(a) of the Exchange Act requires the

     Commission, in adopting rules under the Exchange Act, to consider the

     anti-competitive effects of such rules, if any, and to balance any impact

     against regulatory benefits gained in terms of furthering the purposes of

     the Exchange Act.<(30)>  The Commission preliminarily has considered

     the proposed amendments to Rule 13f-1, Form 13F and related rules in light

     of the standards cited in Section 23(a)(2) and believes preliminarily that,

     if adopted, they would not likely have an adverse impact on competition not

     necessary or appropriate in furtherance of the Exchange Act because they

     would enhance public access to reported information.  The Commission

     solicits commenters' views regarding the effects of the proposed rules on

     competition.

     IV.  SUMMARY OF REGULATORY FLEXIBILITY ACT CERTIFICATION

                              

          <(30)>    See 15 U.S.C. 78w(a)(2).


                              ======END OF PAGE 12======





          Pursuant to Section 605(b) of the Regulatory Flexibility Act, 5 U.S.C.

     605(b), the Chairman of the Commission has certified that the amendments

     proposed in this release would not, if adopted, have a significant economic

     impact on a substantial number of small entities.  Institutional investment

     managers are not required to submit reports on Form 13F unless their

     holdings are in aggregate at least $100,000,000.  Therefore, no small

     entities within the definition contained in rule 0-10 under the Exchange

     Act are affected by the form, and no small entities are otherwise affected

     by the proposed rule amendments.  The certification, documenting the

     factual basis therefor, is attached to this release as Appendix A.

     V.   PAPERWORK REDUCTION ACT

          Certain provisions of the proposed amendments to Form 13F contain

     "collection of information" requirements within the meaning of the

     Paperwork Reduction Act of 1995 (44 U.S.C. Section 3501 et seq.), and the

     Commission has submitted them to the Office of Management and Budget for

     review in accordance with 44 U.S.C. Section 3507(d) and 5 CFR 1320.11.  The

     title for the collection of information is "Form 13F, Report of

     Institutional Investment Managers pursuant to Section 13(f) of the

     Securities Exchange Act of 1934."

          Section 13(f) of the Exchange Act requires the Commission to adopt

     rules that would create a reporting and disclosure system to collect

     specific information and to disseminate the information to the public. 

     Pursuant to this statutory mandate, the Commission adopted rule 13f-1 under

     the Exchange Act (17 CFR 240.13f-1), which requires institutional

     investment managers who exercise investment discretion over accounts of

     exchange-traded or NASDAQ-quoted equity securities having, in the


                              ======END OF PAGE 13======





     aggregate, a fair market value of at least $100,000,000 to file quarterly

     reports with the Commission on Form 13F.

          Form 13F provides a reporting and disclosure system to collect

     specific information and to disseminate the information to the public about

     the holdings of institutional investment managers who exercise investment

     discretion over accounts of exchange-traded or NASDAQ-quoted equity

     securities having, in the aggregate, a fair market value of at least

     $100,000,000.

          It is estimated that approximately 1,800 institutional investment

     managers are subject to the rule.  These include such institutional

     investment managers as certain pension funds, trusts, hedge funds, and

     investment advisers.  Each reporting manager files Form 13F quarterly. 

     Each quarter, following the expiration of grants of confidential treatment,

     approximately 50 managers will re-submit electronically information

     previously submitted in paper.  It is estimated that compliance with the

     form's requirements imposes a total annual burden per manager of

     approximately 98.8 hours for each of the 1,804 managers submitting the

     report (an increase of .1 hours per quarter per manager due to the

     additional requirement of a cover page and summary page containing certain

     de minimis additional reporting information<(31)>) plus an additional
                              

          <(31)>    The additional requirements are not complex.  The cover
                    page adds the requirements of identification of an
                    amendment filing; the inclusion of the 13F file number
                    of the manager filing the report; and the designation
                    of the report as one that names other reporting
                    manager(s) reporting for the filer, reports holdings
                    over which the reporting manager exercises discretion,
                    or both.  The summary page adds a Report Summary,
                    containing the Number of Other Included Managers, an
                    Information Table Entry Total, and an Information Table
                                                             (continued...)

                              ======END OF PAGE 14======





     annual burden of 4 hours (one additional burden hour per quarter) for each

     of the 50 managers re-submitting information previously filed.  The total

     annual burden for all managers is estimated at 177,894 hours.  The estimate

     of average burden hours is made solely for the purposes of the Paperwork

     Reduction Act and is based on the Commission's experience with similar

     filings and discussions with a few registrants.

          Unless a currently valid OMB control number is displayed, an agency

     may not sponsor or conduct or require response to an information

     collection.  The OMB control number for Form 13F is 3235-0006.  The

     Form 13F contains no separate retention period rule for recordkeeping

     requirements but is subject to the general recordkeeping requirements under

     Regulation S-T and the Exchange Act rules.  It is mandatory for each

     institutional investment manager subject to the rule to file Form 13F. 

     Section 13(f)(3) of the Exchange Act<(32)> authorizes the Commission,

     as it determines necessary or appropriate in the public interest or for the

     protection of investors, to delay or prevent public disclosure of any

     information filed under Section 13(f) upon request.  It also prohibits the

     Commission from disclosing to the public information identifying securities

     held by the account of a natural person or any estate or trust (other than

     a business trust or investment company).

          Pursuant to 44 U.S.C. Section 3506(c)(2)(B), the Commission solicits

     comments to (i) evaluate whether the proposed collection of information is

                              

          <(31)>(...continued)
                    Value Total.


          <(32)>    15 U.S.C. 78m(f)(3).


                              ======END OF PAGE 15======





     necessary for the proper performance of the functions of the agency,

     including whether the information has practical utility; (ii) evaluate the

     accuracy of the agency's estimate of the burden of the proposed collections

     of information; (iii) enhance the quality, utility, and clarity of the

     information to be collected; and (iv) minimize the burden of collection of

     information on those who are to respond, including through the use of

     automated collection techniques or other forms of information technology.

          Persons desiring to submit comments on the collection of information

     requirements should direct them to the Office of Management and Budget,

     Attention:  Desk Officer for the Securities and Exchange Commission, Office

     of Information and Regulatory Affairs, Washington, D.C.  20503, and should

     also send a copy of their comments to Jonathan G. Katz, Secretary,

     Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,

     D.C.  20549 with reference to File No. 270-22.  OMB is required to make a

     decision concerning the collections of information between thirty and sixty

     days after publication, so a comment to OMB is best assured of having its

     full effect if OMB receives it within thirty days of publication.

     VI.  STATUTORY BASIS

          The foregoing amendments are proposed pursuant to Sections 3, 12, 13,

     14, 15(d), 23(a) and 35A of the Exchange Act.

     List of Subjects in 17 CFR Parts 232, 240, and 249

          Confidential business information, Reporting and recordkeeping

     requirements, Securities.

     TEXT OF THE PROPOSED AMENDMENTS

          In accordance with the foregoing, Title 17, Chapter II of the Code of

     Federal Regulations is proposed to be amended as follows:


                              ======END OF PAGE 16======





                              ======END OF PAGE 17======

     PART 232 --    REGULATION S-T -- GENERAL RULES AND REGULATIONS FOR
                    ELECTRONIC FILINGS

          1.   The authority citation for Part 232 continues to read as follows:

          Authority:  15 U.S.C 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 78c(b),

     78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-29, 80a-30 and

     80a-37.

          2.   By amending 232.101 by revising paragraph (a)(1)(iii) and by

     removing paragraph (b)(7) and redesignating paragraph (b)(8) as (b)(7), to

     read as follows:

     232.101  Mandated electronic submissions and exceptions.

          (a)  Mandated electronic submissions.  (1) * * *

          (iii)  Statements, reports and schedules filed with the Commission

     pursuant to Sections 13, 14, or 15(d) of the Exchange Act (15 U.S.C. 78m,

     n, and o(d)), provided that if a registrant's first mandated electronic

     filing would be an annual report on Form 10-K (249.310 of this chapter) or

     Form 10-KSB (249.310b of this chapter) such annual report may, at the

     option of the registrant, be submitted in paper format;

     * * * * *

     PART 240 --    GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF

                    1934

          3.   The authority citation for Part 240 continues to read in part as

     follows:

          Authority:  15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2 77eee, 77ggg,

     77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78k, 78k-1, 78l, 78m, 78n,

     78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23,

     80a-29, 80a-37, 80b-3, 80b-4 and 80b-11, unless otherwise noted.

                                    *  *  *  *  *





                              ======END OF PAGE 18======

          4.   By amending 240.13f-1 by redesignating paragraph (a) as

     paragraph (a)(1) and by adding paragraph (a)(2) to read as follows:

     240.13f-1     Reporting by institutional investment managers of

     information with respect to accounts over which they exercise investment

     discretion.

          (a)(1)  * * *

          (2)  An amendment to a Form 13F (249.325 of this chapter) report,

     other than one reporting only holdings that were not previously reported in

     a public filing for the same period, must set forth the complete text of

     the Form 13F.  Amendments must be numbered sequentially.

                                    *  *  *  *  *

          5.   Section 240.13f-2 is removed.

     PART 249 --    FORMS, SECURITIES EXCHANGE ACT OF 1934

          6.   The authority citation for Part 249 continues to read, in part,

     as follows:

               Authority:  15 U.S.C. 78a, et. seq., unless otherwise noted;

          Note -- The text of the following forms does not and the amendments

     will not appear in the Code of Federal Regulations.

          7.   By revising Form 13F (referenced in 249.325), to read as

     follows:



     [Proposed Form 13F, as revised, is included on the Commission's Website as

     a separate document, the reference to which is located with the reference

     to this release.]



     9.   Section 249.326 and Form 13F-E are removed.





                              ======END OF PAGE 19======

     By the Commission.







                                   Jonathan G. Katz

                                   Secretary

     Dated:  July 1, 1997





                              ======END OF PAGE 20======

     APPENDIX A --  This appendix to the preamble will not appear in the Code of
                    Federal Regulations.



                       Regulatory Flexibility Act Certification





          I, Arthur Levitt, Chairman of the Securities and Exchange Commission,

     hereby certify, pursuant to 5 U.S.C. 605(b), that the proposed amendments

     to Rules 101 and 903 of Regulation S-T, and Rule 13f-1 and Form 13F under

     the Securities Exchange Act of 1934 (the "Exchange Act"), and the

     elimination of Rule 13f-2 and Form 13F-E under the Exchange Act, as set

     forth in Exchange Act Release Number 38800, if adopted, would not have a

     significant economic impact on a substantial number of small entities.

          The proposed rule amendments generally would not have a significant

     economic impact on small entities.  Institutional investment managers are

     not subject to reporting unless their holdings are in aggregate at least

     $100,000,000, so few if any small entities within the definition contained

     in rule 0-10 under the Exchange Act are affected by the form or rules

     amendments, and few if any small entities are otherwise affected by the

     proposed amendments.





                                        _____________________
                                        Arthur Levitt

     June 30, 1997