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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-37009; File No. S7-8-96]

Study and Report on Protections for Senior Citizens and Qualified
Retirement Plans

AGENCY:  Securities and Exchange Commission

ACTION:  Request for Comments

SUMMARY:  The Private Securities Litigation Reform Act of 1995
directs the Securities and Exchange Commission (the "Commission")
to determine whether investors that are senior citizens or
qualified retirement plans require greater protection against
securities fraud than is currently provided under the federal
securities laws; and whether investors that are senior citizens
or qualified retirement plans have been adversely impacted by
abusive or unnecessary securities fraud litigation, and whether
the current provisions of the federal securities laws are
sufficient to protect them from such litigation.  The Commission
is soliciting comment on these questions and on the more general
question of the role of senior citizens and qualified retirement
plans in our securities markets.

DATES:  Comments must be received no later than April 30, 1996.

ADDRESSES:  Persons wishing to respond should file three copies
of their written comments with Jonathan G. Katz, Secretary,
Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C.  20549.  Comments may also be submitted
electronically at the following E-mail address: rule-
comments@sec.gov.  All written comments should refer to File No.
S7-8-96; this file number should be included on the subject line
if E-mail is used.  The comments will be available for public
inspection and copying in the Commission's Public Reference Room,
450 Fifth Street, N.W., Washington, D.C.  20549.  Electronically
submitted comments will be posted on the Commission's Internet
web site (http://www.sec.gov).

FOR FURTHER INFORMATION CONTACT:  John W. Avery, Office of the
General Counsel, at (202) 942-0816; or Ann M. Gerg, Office of the
General Counsel, at (202) 942-0857.

SUPPLEMENTARY INFORMATION:

I.   Introduction

     On December 22, 1996, Congress overrode the President's veto
and enacted the Private Securities Litigation Reform Act of 1995
(the "Act").  Section 106 of the Act requires the Commission to:
          (1) determine whether investors that are senior
     citizens or qualified retirement plans require greater
     protection against securities fraud than is provided in the
     Act and the amendments made by the Act; and

          (2) determine whether investors that are senior
     citizens or qualified retirem0ent plans have been adversely
     impacted by abusive or unnecessary securities fraud
     litigation, and whether the provisions in the Act or
     amendments made by the Act are sufficient to protect their
     investments from such litigation.
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If the Commission determines that greater protections are
necessary, it must submit a report to the Congress by June 19,
1996.

     For purposes of section 106 of the Act, the term "senior
citizen" means an individual who is 62 years of age or older, and
the term "qualified retirement plan" has the same meaning as in
section 4974(c) of the Internal Revenue Code of 1986.

II.  Background

     Senior citizens and qualified retirement plans are
substantial participants in our financial markets and play a
vital role in capital formation.  As the population ages, the
importance of seniors and qualified retirement plans to our
markets will increase.  Many employers are moving away from
traditional pension plans in which the plan participants have
little, if any, investment discretion, to defined contribution
plans in which the participants have significant investment
discretion.  Thus, seniors and qualified retirement plans may be
more vulnerable to securities fraud and to the effects of abusive
securities fraud litigation.

     The Commission believes that it would be valuable to examine
generally the role of senior citizens and qualified retirement
plans as investors and their importance to our markets and to
capital formation, and to consider whether the federal securities
laws provide adequate protections to senior citizens and
qualified retirement plans against securities fraud and abusive
securities litigation.  The Commission also believes that it
would be appropriate to consider the special needs of senior
citizens and qualified retirement plans and whether changes to
the federal securities laws or to the Commission's rules or
regulations are necessary or desirable to address those needs. 

III. Solicitation of Public Comment
     The Commission seeks comment on the issues and questions
described above and, more particularly, on the following
questions with respect to investors that are senior citizens or
qualified retirement plans:

     1.   What is the role and importance of senior citizens and
          qualified retirement plans as investors in our
          financial markets, and how is that role and importance
          changing?

     2.   What are their special needs as investors, and what
          changes to the federal securities laws or to the
          Commission's rules or regulations may be necessary or
          desirable to address those needs?

     3.   Do they require greater protection against securities
          fraud than is provided in the Act and the amendments
          made by the Act, or than is provided under the federal
          securities laws?

     4.   Have they been adversely impacted by abusive or
          unnecessary securities fraud litigation?  Are the
          provisions in the Act or amendments made by the Act
          sufficient to protect their investments from such
          litigation, or, more generally, are the provisions of
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          the federal securities laws sufficient to protect their
          investments from such litigation?

     5.   What changes to the federal securities laws or to the
          Commission's rules or regulations may be necessary or
          desirable to thoroughly protect senior citizens and
          qualified retirement plans against securities fraud and
          abusive or unnecessary securities fraud litigation?

Commenters are requested to direct their comments to the special
needs and circumstances of senior citizens and qualified
retirement plans.  Comments should not simply voice support for,
or criticism of, the Act generally.

     By the Commission

                                   Jonathan G. Katz
                                   Secretary

March 21, 1996