For Immediate Release                                  99-21

SEC Approves Series of Measures in Ongoing Fight Against Microcap
                              Fraud

     Washington, DC, February 19, 1999 -- In its continuing fight
against microcap stock fraud, the Securities and Exchange
Commission today approved a series of regulatory measures that
will provide additional investor protections while fostering the
capital formation process.  The Commission also issued a new
investor education brochure that offers tips on how to detect and
avoid microcap fraud.

     Taken individually, these targeted measures will increase
the amount of information available to brokers and investors,
close avenues that allow "pump and dump" schemes, and reaffirm
the important role that investors play in protecting themselves.

     Chairman Arthur Levitt said, "As more and more first time
investors enter the markets and the Internet plays a greater role
in people's investment decisions, the Commission continues to be
vigilant in the fight against microcap fraud.  Today's regulatory
measures will take a bite out of microcap fraud, but investors
must be a part of the solution by doing their homework, asking
the hard questions, and being skeptical, especially of get-rich-
quick offers they see on the Internet and elsewhere."

     In February of 1998 the Commission began a comprehensive and
coordinated effort to fight microcap fraud.  This four-pronged
effort, which includes enforcement, inspections, education and
regulation, has been quite successful, yielding dozens of
enforcement actions and better educated investors.

     The five actions taken today by the Commission:

ú    Rule 504 -- Adopted amendments to Rule 504 of Regulation D
  that will deter microcap fraud while preserving the ability of
  legitimate small businesses to raise capital.  Rule 504 is the
  limited offering exemption designed to aid small businesses raise
  seed capital;

ú    Form S-8 -- Adopted amendments to Form S-8 that will deter
  abuse by issuers who have shown the greatest inclination to abuse
  the form in the past, as well as other amendments to facilitate
  other intra-family transfers of securities.  Also proposed
  additional amendments to further deter abuse.  Form S-8 is a
  short form used to register the offer and sale of securities to
  an issuer's employees;

ú    Rule 15c2-11 -- Re-proposed amendments to Rule 15c2-11 to
  deter fraud in the over-the-counter market by increasing the
  amount of information available to brokers and investors.  This
  rule governs the publication of quotations for securities in a
  medium other than a national securities exchange or the Nasdaq,
  such as the Bulletin Board and Pink Sheets;

                            --more--
Microcap Rulemaking News Release
February 19, 1999
Page 2


ú    Rule 701 -- Adopted amendments to Rule 701 to make the rule
  more useful and eliminate unnecessary restrictions, while
  preserving the protections to investors.  Rule 701 allows private
  companies to distribute securities to their employees without
  filing a registration statement;

ú    Investor Brochure -- The Commission also released a new
  investor education brochure called "Microcap Stock:  A Guide for
  Investors."  The brochure, available on the Commission's website
  at www.sec.gov, is a primer on the world of microcap stocks and
  offers a variety of tips on how to detect and avoid microcap
  fraud.  The brochure is also available in a printed booklet; to
  order, call (800) SEC-0330.

     Nancy Smith, Director of the SEC's Office of Investor
Education and Assistance, said, "While the Commission is doing
all it can to detect and punish microcap scam artists, at the
heart of investor protection is an educated investor.  Our new
booklet, `Microcap Stock: A Guide for Investors' is a helpful
`how to' kit on understanding the microcap market, investing
wisely and avoiding scams.  It's a must-read for all microcap
investors."

     Details on the regulatory measures approved today are
available at:  www.sec.gov.

     For more information about the SEC's four-pronged response
to microcap fraud, visit the SEC's Microcap Fraud Information
Center at http://www.sec.gov/news/extra/microcap.htm.

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