The First National Bank of Boston
                                        100 Federal Street
                                        Boston, Massachusetts 02110
     
                                        January 23, 1997
     
     
     
     Jonathan G. Katz, Secretary
     Securities and Exchange Commission
     450 Fifth Street, N.W., Stop 6-9
     Washington, DC  20549
     
        Re:     File No. S7-30-96
                Private Investment Companies
     
     Dear Mr. Katz:
     
        The First National Bank of Boston ("FNBB") appreciates this
     opportunity to comment on the rules on private investment companies 
     proposed by the Securities and Exchange Commission ("SEC") on December 
     18, 1996, in Release No. IC-22405.  FNBB is a national banking 
     association that, together with its affiliate banks, had $62billion in 
     assets as of September 30, 1996.  FNBB's Private Bank division manages 
     approximately $22 billion, primarily for high net worth individuals, 
     trusts, estates, mutual funds, and common trust funds.  This comment 
     letter is being submitted both by e-mail and in hard copy.
     
        Although FNBB is generally supportive of the proposed rules, we
     have grave concerns about proposed rule 2a51-1(f)(1) - (3).  These 
     provisions would omit, in the calculation of investments held by a 
     would-be qualified purchaser, any amounts received in the past 12 
     months as proceeds of insurance, a gift, a bequest, a separation or 
     divorce agreement, or a judgment or settlement.  We believe that these 
     provisions are unwise, and should be omitted in their entirety, for 
     the following reasons:
     
        1.      This 12-month interregnum will interfere with proper
     asset-management techniques, even though the individual's assets may be 
     very substantial indeed and the individual may have the benefit of 
     sophisticated investment management.  We know from our experience in 
     managing individuals' assets that the individuals described in these 
     provisions, and especially those who receive wealth pursuant to a gift 
     or bequest, are the very individuals most likely to have the benefit of 
     professional assistance and investment education planning.  They will 
     be unduly disadvantaged if they are unable to complete an investment 
     program until 12 months pass and they become qualified purchasers.
     
        2.      There does not appear to be any reason to exclude some
     recently-acquired assets here, when there is no similar exclusion in 
     determining accredited investors under rule 501 or in determining 
     qualified institutional buyers under rule 144A.
     
        3.      We see no basis for excluding some kinds of
     recently-acquired assets but not others.  Under the proposed rule, an 
     owner of a business who sells it for $10 million would immediately be 
     a qualified purchaser, even though he may have no particular knowledge 
     of or experience in investing.  An heiress who receives $10 million in 
     a bequest would not qualify for 12 months, even though the time 
     required for administration of an estate means that she likely would 
     have had ample opportunity to learn about investing and to plan for 
     the investment of her assets with the assistance of professional 
     advice.
     
        4.      The provision will have a disproportionate effect on women,
     who are more likely to receive substantial assets in connection with 
     separation or divorce and somewhat more likely to receive the proceeds 
     of a bequest or insurance policy.
     
        We appreciate your consideration of these comments.  If you have
     any questions, please call the undersigned at 617/434-4631 or John 
     Baker of our Law Office at 617/434-8796.
     
                                                Very truly yours,
     
     
                                                Edward G. Riley, Jr.
                                                Chief Investment Officer